Exhibit 10.1





Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.




Exhibit 10.1




THIS AGREEMENT IS SUBJECT TO

ARBITRATION PURSUANT TO THE 

SOUTH CAROLINA UNIFORM ARBITRATION ACT




DISTRIBUTION AGREEMENT




TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE ELEMENT	 	 	 	 
	1. Definitions
	 	 	2	 
	2. Services
	 	 	3	 
	3. Term/Termination/Early Termination
	 	 	3	 
	4. Compensation
	 	 	4	 
	5. Terms of Payment
	 	 	4	 
	6. Safekeeping/Title
	 	 	4	 
	7. Loss-Damage: Storage/Handling
	 	 	4	 
	8. Charge-backs
	 	 	5	 
	9. Indemnification
	 	 	5	 
	10. Force Majeure
	 	 	5	 
	11. Insurance
	 	 	5	 
	12. Access Control
	 	 	6	 
	13. Assignment
	 	 	6	 
	14. Nondisclosure
	 	 	6	 
	15. Notice
	 	 	7	 
	16. Independent Contractor
	 	 	7	 
	17. Compliance with Laws
	 	 	8	 
	18. Nondiscrimination
	 	 	8	 
	19. Non-Waiver; Reservation of Rights
	 	 	8	 
	20. Waiver of Lien
	 	 	8	 
	21. Headings
	 	 	9	 
	22. Applicable Law
	 	 	9	 
	23. Severability
	 	 	9	 
	24. Authority
	 	 	9	 
	25. Interpretation
	 	 	9	 
	26. Arbitration
	 	 	10	 
	27. Successors and Assigns
	 	 	10	 






Exhibits




	 	 	 	 	 
	 	“A”	 	 	Scope of Work

	 	“B”	 	 	Compensation

	 	“C”	 	 	Chargeback agreement






 












 




Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.




DISTRIBUTION AGREEMENT




THIS DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into as of the 13th day of February
2009, by R.G. BARRY CORPORATION, hereinafter referred to as CUSTOMER, and UTi INTEGRATED LOGISTICS,
INC., hereinafter referred to as CONTRACTOR.



W I T N E S S E T H




WHEREAS, CONTRACTOR is in the business of providing storage, equipment, management, and personnel
for the operation of DISTRIBUTION CENTER facilities; and



WHEREAS, Contractor has agreed to provide distribution services in a facility known as Fontana or
UTi DISTRIBUTION CENTER (hereinafter sometimes DISTRIBUTION CENTER), located at 13230 San
Bernardino Ave., Fontana, CA;



WHEREAS, CUSTOMER further desires to obtain DISTRIBUTION CENTER operating services from CONTRACTOR;
and



WHEREAS, both parties have considered their respective obligations and responsibilities and the
consequences of entering into a binding agreement and are desirous of doing so.



NOW, THEREFORE, in consideration of the PREMISES and of the mutual covenants set forth herein, the
parties agree as follows:



ARTICLE ONE

DEFINITIONS





	1.01.	 	MATERIAL means any unfinished matter, including packaging supplies, furnished by or on
behalf of CUSTOMER to CONTRACTOR for handling, storage, or use.







	1.02.	 	PRODUCT means finished goods and parts that have been furnished by or on behalf of CUSTOMER
for handling, storage or use by CONTRACTOR.

	 
	1.03.	 	REPLACEMENT COST shall be defined as follows:







	 	(a)	 	When the MATERIAL or PRODUCT was purchased by CUSTOMER, REPLACEMENT
COST means the price paid by CUSTOMER at the time of purchase.







	 	(b)	 	When the MATERIAL or PRODUCT was manufactured by CUSTOMER for sale to
customers, REPLACEMENT COST means CUSTOMER’s lowest current (or
most-favored-customer) wholesale list price for the MATERIAL or PRODUCT less
ten (10%) percent.







	 	(c)	 	When the MATERIAL or PRODUCT was manufactured by CUSTOMER but not for
sale to customers, REPLACEMENT COST means CUSTOMER’s actual direct
manufacturing cost.







	1.04.	 	PREMISES means that portion of the DISTRIBUTION CENTER devoted to CUSTOMER’s PRODUCT and
MATERIAL as set forth on Exhibit B attached hereto, which PREMISES shall be used exclusively
for CUSTOMER and shall be segregated from other portions of the DISTRIBUTION CENTER.





 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.




ARTICLE TWO

SERVICES





	2.01.	 	CONTRACTOR shall provide DISTRIBUTION CENTER services to CUSTOMER including the handling,
storing, shipping and transportation (pursuant to CUSTOMER’s direction and instruction) of
CUSTOMER’s MATERIALS and PRODUCTS that CUSTOMER elects to deliver to CONTRACTOR, as further
described in Exhibit A attached hereto.







	2.02.	 	CONTRACTOR shall obtain or provide all necessary personnel and equipment, in addition to any
provided by CUSTOMER, to enable it to perform its DISTRIBUTION CENTER and shipping obligations
hereunder.







	2.03.	 	CONTRACTOR shall strive to maintain the DISTRIBUTION CENTER and the equipment used in the
performance of services hereunder in a clean, proper, and safe operating condition.







	2.04.	 	The services provided by CONTRACTOR hereunder shall be available eight (8) hours per day,
five (5) days per week, fifty-two (52) weeks per year (excluding holidays designated by
CUSTOMER). CONTRACTOR shall also provide overtime, weekend and emergency service at other
times requested by CUSTOMER upon reasonable notice.






ARTICLE THREE

TERM/TERMINATION/EARLY TERMINATION





	3.01	 	This Agreement shall be effective as of the day and year first written above (the Effective
Date) and shall continue through December 31, 2011 (the “Initial Term”). Thereafter this
Agreement shall automatically renew for periods of one (1) year (the “Renewal Term(s)) (unless
written notice of termination is given by either party at least one hundred twenty (120) days
prior to the end of the initial term or any extension thereof, in which event the termination
shall be effective as of the end of the “Initial Term” or the “Renewal Term” as the case may
be.







	3.02	 	Either party may terminate this Agreement for any or no reason upon ninety (90) days’ written
notice to the non-terminating party. In addition, if due to casualty, condemnation or other
occurrence the PREMISES or the DISTRIBUTION CENTER are unavailable for the services the
parties shall work in cooperation to find replacement facilities to provide the services
contemplated under this Agreement; provided that if services are materially impaired at the
PREMISES or the DISTRIBUTION CENTER for a period of 90 days or more, or if because of the
nature of the occurrence CUSTOMER reasonably determines that services at the PREMISES or the
DISTRIBUTION CENTER shall be materially impaired for a period of 90 days or more, CUSTOMER may
terminate this Agreement by written notice to CONTRACTOR.







	3.03	 	Should CUSTOMER terminate this Agreement prior to the end of the “Initial Term” or any
“Renewal Term” for convenience (I.e., not due to a (I) termination of CONTRACTOR’S lease for
the DISTRIBUTION CENTER, (ii) the unavailability of the PREMISES or the DISTRIBUTION CENTER
makes the services unavailable or materially impaired, or (iii) the default or bankruptcy of
CONTRACTOR), CUSTOMER shall pay to CONTRACTOR, on a monthly basis, base service charges and
seasonal service charges for months and the amount of space set forth in Exhibit B through the
expiration of the “Initial Term,” or the then applicable “Renewal Term,” as appropriate, to
the extent that such space is not utilized for other purposes. CUSTOMER shall receive a credit
against such service charges in the amount of ***** per square foot per month for all space
utilized for other purposes. CONTRACTOR shall use its best efforts to mitigate the services
charges payable by CUSTOMER and find other uses for such space, in its reasonable discretion;
provided that CONTRACTOR shall not be required to find a substitute use for the space
allocated to CUSTOMER until all other vacant space in the DISTRIBUTION CENTER is utilized.





 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.





	3.04	 	If either party hereto shall default in the substantial performance of any obligation
specified herein, the non-defaulting party shall notify the defaulting party of the default in
writing and, if such default is not remedied within thirty (30) days from dispatch of such
notice, the non-defaulting party shall have the right to terminate this Agreement immediately,
provided, however, that, in the event that such default cannot be wholly cured
within thirty (30) days, the defaulting party shall have such longer period as shall be
reasonably necessary to cure the default so long as the defaulting party (a) has commenced to
cure within said thirty-day period and (b) continues diligently to effect, and does effect, a
cure within fifteen (15) additional days. Termination under Article Three above shall not
relieve or release either party hereto from any rights, liabilities or obligations that have
accrued prior to the effective date of such termination. The term “obligations” in the
context of these Articles shall include MATERIALS and PRODUCTS which have been authorized by
release(s) but not yet delivered. Such release(s) shall be completed even if delivery must
occur after the termination date hereof.






ARTICLE FOUR

COMPENSATION





	4.01.	 	CUSTOMER shall pay CONTRACTOR in accordance with the schedule attached hereto as Exhibit B
Compensation. Should CUSTOMER request space in excess of that stated in Exhibit B, the
service charges shall be increased at the same rate (***** per square foot of additional space
per month ) to reflect the increase in space for the actual months used. CUSTOMER must
authorize all services under this Agreement.






ARTICLE FIVE

TERMS OF PAYMENT





	5.01.	 	CONTRACTOR shall invoice CUSTOMER monthly for all services performed and sums due under this
Agreement during the preceding month.







	5.02.	 	Payment shall be due thirty (30) days after date of CONTRACTOR’s invoice. Any payments not
received by CONTRACTOR within thirty (30) days of the invoice date shall be subject to a
late-payment charge of one (1.0%) percent per month, calculated from the invoice date. In the
event a portion of an invoice is questioned or in dispute, payment shall nonetheless be made
of all portions not in question.






ARTICLE SIX

SAFEKEEPING/TITLE





	6.01.	 	CONTRACTOR shall exercise reasonable care in the safekeeping and safe handling of all
CUSTOMER MATERIAL or PRODUCT when in the care, custody, and control of CONTRACTOR. Unless
otherwise specified in this Agreement, title to such MATERIAL or PRODUCT shall remain with
CUSTOMER. If requested by CUSTOMER, CONTRACTOR shall segregate and placard such MATERIAL or
PRODUCT indicating CUSTOMER’s ownership. CONTRACTOR shall take no action inconsistent with
CUSTOMER’s ownership of CUSTOMER MATERIAL or PRODUCT.






ARTICLE SEVEN

LOSS-DAMAGE: STORAGE/HANDLING





	7.01.	 	CONTRACTOR is hereby granted an annual operational no-fault “loss-damage” allowance in the
amount of *****, to be based solely on the valuation and inventory records of the Customer and
the activities at the DISTRIBUTION CENTER as reported to the Customer by UTi.







	7.02.	 	In the event of any loss or damage to MATERIAL or PRODUCT in excess of the “loss-damage”
allowance that results from the negligent acts or omissions of CONTRACTOR, its employees,
agents, or assigns, CONTRACTOR shall reimburse CUSTOMER at REPLACEMENT COST up to a maximum
of ***** Dollars per incident and in the annual aggregate.




 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.










	7.03.	 	CONTRACTOR shall report in writing to CUSTOMER any incident involving loss or damage in
excess of *****, and shall provide such documentation regarding the incident as may be
reasonably requested by CUSTOMER.






ARTICLE EIGHT

CHARGE-BACKS





	8.01	 	When preparing CUSTOMER’s goods for shipment to CUSTOMER’s customers, should CONTRACTOR fail
to comply with certain requirements of that preparation, CONTRACTOR agrees to reimburse
CUSTOMER for “Charge-backs” as set forth on Exhibit C attached hereto and a part hereof. All
Charge-backs must be reported to CONTRACTOR within sixty (60) days of CUSTOMER receiving
notification thereof. CONTRACTOR will not be responsible for Charge-backs not reported to
CONTRACTOR within one (1) year after occurrence.






ARTICLE NINE

INDEMNIFICATION





	9.01.	 	CONTRACTOR will indemnify, hold harmless, and defend CUSTOMER against all liability, loss
and expense including, but not limited to, settlements, judgments, court costs, and attorney
fees incurred by CUSTOMER resulting from any act or omission, whether negligent or
intentional, by CONTRACTOR in performance under this Agreement (other than those losses
covered by the “loss-damage” allowance in Article Seven above). This indemnity shall not
apply to the extent that the liability, loss or expense is caused by any act or omission,
whether negligent or intentional, on the part of CUSTOMER.







	9.02.	 	CUSTOMER will indemnify, hold harmless, and defend CONTRACTOR against all liability, loss
and expense including, but not limited to, settlements, judgments, court costs, and attorney
fees incurred by CONTRACTOR resulting from any act or omission, whether negligent or
intentional, by CUSTOMER in performance under this Agreement. This indemnity shall not apply
to the extent that the liability, loss or expense is caused by any act or omission, whether
negligent or intentional, on the part of CONTRACTOR.






ARTICLE TEN

FORCE MAJEURE





	10.01.	 	No liability shall result to either party from delay in performance or from nonperformance
caused by circumstances beyond the control of the party who has delayed performance or not
performed, including but not necessarily limited to acts of nature, acts of war, civil
commotions, riots, strikes, lockouts, acts of the government in either its sovereign or
contractual capacity, accident, fire, water damages, flood, earthquake, or other natural
catastrophes. The non-performing party shall be diligent in attempting to remove any such
cause of delay or non-performance and shall promptly notify the other party of its extent and
probable duration.






ARTICLE ELEVEN

INSURANCE





	11.01.	 	Each party shall carry and maintain in force as necessary at all times relevant hereto
insurance of the type and minimum coverage limits stated below:







	 	(a)	 	Commercial General Liability (Occurrence Form), including contractual
liability in a Combined Single Limit for Bodily Injury and Property Damage:
$1,000,000 per occurrence;







	 	(b)	 	Excess Liability — Umbrella form in the amount of $5,000,000 excess
over existing Employers Liability, General Liability, and Automotive Liability.




 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.










	11.02.	 	Certificates of insurance evidencing the coverages required above of either party shall be
filed with the other party on or before the Effective Date of this Agreement. Such
certificates shall require that the insurer will give both parties thirty (30) days’ advance
notice of any changes in, or cancellation of, coverage, but neither party shall incur any
liability if the insurer should fail to provide such notice.







	11.03	 	The minimum coverages required under this Agreement shall serve as limits to CONTRACTOR’s
liability to CUSTOMER for any of the covered expenses.







	11.04	 	Should the CONTRACTOR use the services of subcontractors, CONTRACTOR will require
subcontractor to carry the same level of insurance coverage.






ARTICLE TWELVE

ACCESS CONTROL





	12.01.	 	CONTRACTOR shall permit entry to the PREMISES only to CUSTOMER’s authorized personnel or
invitees and to such other persons whose presence is necessary for the administration of the
DISTRIBUTION CENTER operation or to carry on business functions of CUSTOMER.







	12.02.	 	CONTRACTOR shall permit entry to the DISTRIBUTION CENTER only to those persons whose
presence is necessary for the administration of the DISTRIBUTION CENTER operation or to carry
on business functions of CUSTOMER and other customers of CONTRACTOR utilizing space in the
DISTRIBUTION CENTER.






ARTICLE THIRTEEN

ASSIGNMENT





	13.01.	 	The rights and obligations covered herein are personal to each party hereto, and for this
reason this Agreement is assignable only with the written consent of the other party, such
consent not to be unreasonably withheld.






ARTICLE FOURTEEN

NONDISCLOSURE





	14.01.	 	CONTRACTOR agrees not to disclose to third parties any information or knowledge that may be
gained or learned by it or its employees about the business, products, employees or methods
employed by CUSTOMER unless such disclosure is necessary to perform services required under
this Agreement. CONTRACTOR shall restrict access to the PREMISES only to those persons
permitted in this Article Fourteen who have signed a confidentiality agreement.




 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.









ARTICLE FIFTEEN

NOTICE





	15.01.	 	Whenever any notice, demand, consent, or approval shall or may be given hereunder to either
of the parties by the other, each such notice, demand, consent, or approval shall be in
writing and be sent by telecopier/fax with a confirmation copy dispatched no later than the
next business day by national courier service (such as Federal Express), addressed as follows:






	 	 	 
	To CONTRACTOR at:

	 	With Copy to:
	 
	 	 
	UTi Integrated Logistics, Inc.

	 	Stephen Savarese
	Attention: President, Distribution

	 	General Counsel
	700 Gervais Street

	 	UTi
	Suite 100

	 	900 Cummings Center, Suite 403T
	Columbia, South Carolina 29201

	 	Beverly, Massachusetts 01915
	Fax: (803) 771-6785

	 	Fax: (978) 232-9921
	 
	 	 
	To CUSTOMER at:

	 	With Copy to:
	 
	 	 
	R.G. Barry Corporation

	 	R.G. Barry Corporation
	Attention: Jose Ibarra

	 	Attention: Ann Scarberry
	13405 Yarmouth Rd., NW

	 	13405 Yarmouth Rd., NW
	Fax: (614) 866-9787

	 	Fax: (614) 729-7152







	15.02.	 	Either party may change its address for purposes of receipt of any such communication by
giving ten (10) days’ prior written notice of such change to the other party in the manner
prescribed above.






ARTICLE SIXTEEN

INDEPENDENT CONTRACTOR





	16.01.	 	CONTRACTOR’S relationship to CUSTOMER shall be that of an independent contractor. Nothing
in this Agreement shall be construed to constitute CONTRACTOR, or any of its employees,
representatives, or agents as an employee, joint venturer, or partner of CUSTOMER. Moreover,
except for CONTRACTOR’S limited role as receiving and shipping agent at the DISTRIBUTION
CENTER as described in Section 16.03, nothing in this Agreement shall be construed to
constitute CONTRACTOR, or any of its employees, representatives, or agents as an agent of
CUSTOMER.







	16.02.	 	CUSTOMER shall refrain at all times from directing the work and activities of CONTRACTOR’S
employees, subcontractors, and agents. All operational suggestions and requests by CUSTOMER
shall be routed through CONTRACTOR’s Contract Administrator. Likewise, all operational
suggestions and requests by CONTRACTOR shall be routed through CUSTOMER’s Contract
Administrator. The names of the Contract Administrators of each party shall be provided by
Notice as set forth in Article Nineteen.







	16.03.	 	Where required in the course of rendering service hereunder, CONTRACTOR shall be considered
CUSTOMER’s agent for the limited purpose of acting as a “shipper” or “receiver” of MATERIAL or
PRODUCT. As such, CONTRACTOR may sign or certify that it has properly classified, described,
packaged, marked, or labeled PRODUCTS or MATERIALS for shipment and that they are in proper
condition for transportation according to the applicable regulations of the Department of
Transportation. Similarly, CONTRACTOR may certify and acknowledge receipt, after ascertaining
the accuracy of carrier’s count and the delivered condition of the MATERIALS or PRODUCTS
involved.







	16.04.	 	Neither party shall hire (or cause to be hired by a third party) any employee of the other
party during the “Initial Term” hereof and for a period of one (1) year thereafter without
first giving written notice to the other party. Any party who hires (or causes to be hired by
a third party) any employee of the other party shall pay as an agreed training reimbursement
fee to the other party, within ten (10) days of demand therefor, a sum per occurrence equal to
the employee’s gross compensation for the six (6) months preceding the date of demand.




 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.









ARTICLE SEVENTEEN

COMPLIANCE WITH LAWS





	17.01.	 	Both parties agree that they shall in good faith endeavor to comply with all applicable
federal, state and local laws, rules, and regulations in the performance of their obligations
under this Agreement.






ARTICLE EIGHTEEN

NONDISCRIMINATION





	18.01.	 	CONTRACTOR acknowledges that it has a corporate policy of compliance with all applicable
laws, rules, orders, and regulations of governmental authority covering the production, sale,
and delivery of the materials or services specified herein, including, but not limited to,
Executive Order 11246, and the rules and regulations promulgated thereunder, the
Rehabilitation Act of 1973, and the Vietnam Era Veterans Readjustment Act of 1974. Further,
CONTRACTOR’S policy also includes compliance with all applicable provisions of the Fair Labor
Standards Act of 1938, as amended.






ARTICLE NINETEEN

NON-WAIVER; RESERVATION OF RIGHTS





	19.01.	 	CUSTOMER’s or CONTRACTOR’s waiver of any of its remedies afforded hereunder or by law is
without prejudice and shall not operate as a waiver of any other remedies that such party
shall have available to it, nor shall such waiver operate to waive such party’s rights to any
remedies due to a future breach, whether of a like or different character. In no event shall
the failure of CUSTOMER or CONTRACTOR to insist upon strict performance of any of the terms,
conditions and covenants herein be deemed to be a waiver of any rights or remedies that
CUSTOMER or CONTRACTOR may have, and shall not be deemed a waiver of any subsequent breach or
default in the terms, conditions and covenants herein contained except as may be waived in
writing.






ARTICLE TWENTY

WAIVER OF LIEN





	20.01.	 	All right, title and interest in and to all of the MATERIAL and PRODUCT shall remain with
CUSTOMER. CONTRACTOR, for itself and its successors and assigns, hereby waives and
relinquishes, and agrees to obtain from third parties who might claim any such lien or right
(such as CONTRACTOR’S secured creditors and the landlord of the DISTRIBUTION CENTER), their
written waiver and relinquishment of all rights, if any, to any common law or statutory lien
or other right of retention whatsoever with respect to the MATERIAL and PRODUCT. CONTRACTOR
acknowledges that the provisions of the preceding sentence are a bargained consideration
essential to CUSTOMER’s agreement to CONTRACTOR’s possession of the MATERIAL and PRODUCT.
Unless otherwise provided herein, no liens or judgments against, CONTRACTOR shall be
applicable to CUSTOMER’s property, including the MATERIAL and PRODUCT.







	20.02.	 	Within 5 business days after CUSTOMER’S execution of this Agreement, CUSTOMER shall provide
to CONTRACTOR during the initial term of this Agreement a standby letter of credit (the “LC”)
in form and substance reasonably acceptable to CONTRACTOR and CUSTOMER, upon all of the
following terms:







	 	(i)	 	CONTRACTOR may draw upon the LC only in the event that CUSTOMER files, or has
filed against it, a petition in Bankruptcy and then only for amounts which have not
been paid to CONTRACTOR under this Agreement within 5 days after the due date thereof;
and




 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.










	 	(ii)	 	for the period from February 13, 2009 to February 12, 2010, the face amount of
the LC shall be *****; the face amount of the LC during the period from February 13, 2010 to February
12,2012 shall be *****; the face amount of the LC for the period from February 13,2012
to December 31,2012 shall be *****; and no letter of credit shall be required after
December 31, 2012, provided that the parties may, at their option, discuss the
possibility of mutually agreeing on the need for a letter of credit after December
31,2012; and







	 	(iii)	 	the obligations of CUSTOMER with respect to the LC may be provided by
one or more letters of credit and/or successive letters of credit, so long as a
replacement letter of credit is provided to CUSTOMER prior to the expiration of
the then existing letter of credit.






ARTICLE TWENTY-ONE

HEADINGS





	21.01.	 	All headings of the clauses of this Agreement are inserted for convenience only and shall
not affect any construction or interpretation of this Agreement.






ARTICLE TWENTY-TWO

APPLICABLE LAW





	22.01.	 	This Agreement shall be construed, enforced, and performed in accordance with the laws of
the State of South Carolina.






ARTICLE TWENTY-THREE

SEVERABILITY





	23.01.	 	In the event that any clause of this Agreement shall be found to be void or unenforceable,
such finding shall not be construed to render any other clause of this Agreement either void
or unenforceable, and all other clauses shall remain in full force and effect unless the
clause(s) that is/are invalid or unenforceable shall substantially affect the rights or
obligations granted to or undertaken by either party.






ARTICLE TWENTY-FOUR

AUTHORITY





	24.01.	 	The parties hereby represent that they have full power and authority to enter into and
perform this Agreement, and the parties know of no Agreement, promises, or undertakings that
would prevent the full execution and performance of this Agreement.






ARTICLE TWENTY-FIVE

INTERPRETATION





	25.01.	 	This Agreement, together with the attachments and Exhibits specifically referenced and
attached hereto, embodies the entire understanding between CUSTOMER and CONTRACTOR, and there
are no contracts, understandings, conditions, warranties, or representations, oral or written,
express or implied, with reference to the subject matter hereof that are not merged herein.
Except as otherwise specifically stated, no modification hereto shall be of any force or
effect unless (a) reduced to writing and signed by both parties hereto, and (b) expressly
referred to as being a modification of this Agreement. Both parties recognize that each
equally participated in the preparation of this Agreement, and no weight shall be given to,
nor shall any construction or interpretation be influenced by, any presumption of preparation
of an Agreement by CUSTOMER or by CONTRACTOR.




 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.









ARTICLE TWENTY-SIX

ARBITRATION





	26.01.	 	Any controversy which shall arise between CUSTOMER and CONTRACTOR regarding the rights,
duties, or liabilities of either party hereunder shall be settled by binding arbitration in
Columbia, South Carolina in accordance with the South Carolina Uniform Arbitration Act and
pursuant to the rules of the American Arbitration Association except that the arbiters shall
have no authority to make any award for punitive damages. The arbitration award shall be by
written decision and shall be final and binding. Judgment upon the award may be entered and
enforced by any court of competent jurisdiction.







	26.02.	 	Not withstanding the foregoing, if any arbitration proceeding shall be commenced, or if any
action at law or in equity, shall brought by either party for any reason and including but not
limited to or on account of any breach of or to enforce or interpret any of the covenants,
terms or conditions of this Agreement, the prevailing party shall be entitled to recover costs
and expenses, including reasonable attorneys’ fees, from the other party and such attorneys’
fees and other costs and expenses shall be made a part of any award or judgment rendered.






ARTICLE TWENTY-SEVEN

SUCCESSORS AND ASSIGNS





	27.01.	 	The covenants, conditions and agreements contained in this Agreement shall bind and inure to
the benefit of CUSTOMER and CONTRACTOR and their respective successors and permitted assigns.






{Signature Page Follows}



 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.






{Signature Page}




IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives to be effective as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	CONTRACTOR:	 	 	 	CUSTOMER:
	 
	 	 	 	 	 	 	 	 
	UTi INTEGRATED LOGISTICS, INC.	 	 	 	R. G. BARRY CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Douglas L. Walker
	 	 	 	By:
	 	/s/ José G. Ibarra
	 

	 	 
	 	 	 	 	 	 
	Its: President	 	 	 	Its: SVP Finance, CFO
	Date: April 20, 2009	 	 	 	Date: April 23, 2009






Exhibits attached:




	 	 	 
	“A”
	 	Scope of Work

	“B”
	 	Compensation

	“C”
	 	Chargeback Agreement






 


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 Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.




EXHIBIT A


SCOPE OF WORK




This schedule is incorporated in and made a part of the Master Distribution Services Agreement.
This schedule provides a brief, non-inclusive overview/guideline of the expected functions to be
performed by the Operator at the DISTRIBUTION CENTER (DC). The Seasonal Program (SP) is an
integrated part of the DC operations: however, program requirements and characteristics may vary
slightly from typical DC programs. RGB has contracted with UTi for storage and distribution in the
Ontario warehouse. RGB sells and ships slippers to such department stores as ***** and several
others. Their product is purchased from overseas manufacturers and shipped to the LA port where
they are picked up and delivered to the warehouse. The warehouse will receive the goods, store and
ship according to RGB requirement.



RECEIVING





	 	•	 	Warehouse will receive an ASN (943) for future in-transits. There will be one ASN per
container. Container may contain several PO’s.







	 	•	 	Warehouse typically has 24 hours to unload, count and report to RGB the contents
received.







	 	•	 	Several containers may arrive at one time. RGB will prioritize the unloading.







	 	•	 	Unload container, blind count and receive into warehouse.







	 	•	 	All OS&D’s signed off by supervisor and scanned to RGB.







	 	•	 	Communicate to RGB via 944 product received.







	 	•	 	RGB will update their system according to the 943 sent then modify manually to correct
quantities from our OS & D spread sheet.







	 	•	 	No packing slip in containers. Warehouse will need to print In-transit report.







	 	•	 	TR number, container and sku quantity are the information fields needed to update the
RGB system.






INVENTORY MANAGEMENT





	 	•	 	Product will be stored as a single lotted item.







	 	•	 	All products are case in and case out.







	 	•	 	Warehouse will do cycle counting.







	 	•	 	RGB requires one wall to wall inventory a year.







	 	•	 	An 846 will be sent each week on Sunday for system reconciliation.







	 	•	 	An 832 will be sent for item maintenance.







	 	•	 	If an item already exists then the item supplemental file will have the old item
references removed and replaced with the new one.






ORDER MANAGEMENT





	 	•	 	RGB will send a 940 for each order.







	 	•	 	Orders will be received into future status. Orders have a start ship date and a cancel
after date.







	 	•	 	Orders will be released for pick by ship date.







	 	•	 	Orders may be picked early and held for shipping.







	 	•	 	Orders will be release in waves if possible.







	 	•	 	Pick tickets are printed for all orders.







	 	•	 	Order changes will be communicated to CSR via email.




 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.




	 	•	 	***** orders will be governed by the 753 and 754 EDI transactions.







	 	•	 	RGB will receive ***** orders Monday night.

	 
	 	•	 	Tuesday 753 sent to ***** and orders sent to warehouse.

	 
	 	•	 	Tuesday night ***** sends 754 to RGB.

	 
	 	•	 	Wednesday morning RGB sends modified 754 to warehouse.

	 
	 	•	 	Wednesday, warehouse will print labels and apply to cases.

	 
	 	•	 	Thursday carriers will begin picking up shipments.







	 	•	 	UPS and FEDEX orders will be wave picked by carrier.







	 	•	 	Labels will be printed at the UPS or FEDEX station.







	 	•	 	UPS and FEDEX stations will be connected to and/or for shipment information to be passed
and processed automatically.







	 	•	 	All orders must be confirmed when shipped to allow time for 945 to be generated and sent
to RGB where they will generate the customer ASN.






PICKING





	 	•	 	Depending on the requirements of loading bt customer picking will happen on individual
orders, consolidate picks or wave picks.







	 	•	 	***** will be bulked pick by ***** PO number by sku.







	 	•	 	UPS and FEDEX bulked picked but process through stations by order.






SHIPPING





	 	•	 	All orders will be routed using checklist provided by RGB.







	 	•	 	Shipments will be tendered to carrier according to customer requirements.







	 	•	 	All documents must be signed to requirement to prevent charge backs.







	 	•	 	Depending on the customer floor loading and palletizing is used. Vics BOL must be
marked accordingly.







	 	•	 	Once shipped, the order must be confirmed immediately for 945 timing.






SHIPPING DOCUMENTS





	 	•	 	Picking ticket







	 	•	 	UCC128 labels







	 	•	 	Vics Bol







	 	•	 	Manifest







	 	•	 	Packing Slip





 


13









 




 Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.




EXHIBIT B




COMPENSATION




	 	 	 	 	 
	Service	 	Cost	 	Comment
	Premises: 13230 San Bernardino, Fontana, CA
	 	 	 	 
	 
	 	 	 	 
	1. Base monthly service charge
	 	*****	 	January – December
	 
	 	 	 	 
	2. Seasonal monthly service charge
	 	*****	 	June – December
	 
	 	 	 	 
	3. Unit Handling Rates
	 	 	 	 
	 
	 	 	 	 
	Inbound
	 	*****	 	per inbound carton
	 
	 	 	 	 
	 
	 	*****	 	per inbound display
	 
	 	 	 	 
	 
	 	*****	 	per inbound layer (****)
	 
	 	 	 	 
	Outbound
	 	*****	 	per outbound carton
	 
	 	 	 	 
	 
	 	*****	 	per outbound display
	 
	 	 	 	 
	 
	 	*****	 	per outbound transfer
	 
	 	 	 	 
	 
	 	*****	 	per outbound layer (****)
	 
	 	 	 	 
	Transload
	 	*****	 	per carton
	 
	 	 	 	 
	Supplies
	 	 	 	 
	 
	 	 	 	 
	4. Supplies (shrinkwrap, tape, cartons, etc.)
	 	®	 	**********
	 
	 	 	 	 
	5. Other
	 	 	 	 
	 
	 	 	 	 
	Special Project Labor
	 	*****	 	per warehouse hour
	 
	 	 	 	 
	 
	 	*****	 	per warehouse overtime hour
	 
	 	 	 	 
	 
	 	*****	 	per clerical hour
	 
	 	 	 	 
	 
	 	*****	 	per clerical overtime hour
	 
	 	 	 	 
	Reboxing / Recoup
	 	*****	 	per carton
	 
	 	 	 	 
	Display prep (palletize, band, wrap)
	 	*****	 	per pallet
	 
	 	 	 	 
	IT Support
	 	®	 	**********
	 
	 	 	 	 
	6. Compliance Manager (as mutually agreed
to by the parties)
	 	®	 	*****






Note: All compensation for items 4, 5 and 6 shall be subject to CUSTOMER’S pre-approval.



 


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Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.






EXHIBIT C


CHARGE-BACK AGREEMENT




For each of the following failures to comply with requests, CONTRACTOR shall pay to
CUSTOMER, ***** of the charge-back incurred by CUSTOMER, up to a maximum of:



	 	 	 	 	 
	1. BOL
	 	 	 	 
	a. Missing BOL
	 	 	*	****
	b. Incorrect documentation, Master BOL, Manifest, Supplement
	 	 	*	****
	 
	 	 	 	 
	2. BOL Infractions
	 	 	 	 
	a. BOL not signed and dated by Driver and UTI
	 	 	*	****
	b. Incorrect Cartons / Weight on the BOL
	 	 	*	****
	c. BOL not marked SLC or SLDC
	 	 	*	****
	d. Failure to mark Pallet Y/N
	 	 	*	****
	e. Incorrect SCAC
	 	 	*	****
	f. Missing Customer ID #
	 	 	*	****
	g. Missing Trailer #, Seal #, Pro #
	 	 	*	****
	h. Incorrect Freight Charge Terms
	 	 	*	****
	 
	 	 	 	 
	3. ASN Failure
	 	 	*	****
	 
	 	 	 	 
	4. Invalid Routing
	 	 	 	 
	a. Failure to follow customer lead time requirements for routing
	 	 	*	****
	b. Incorrect routing method, such as call, fax, internet
	 	 	*	****
	c. Failure to combine same day or consecutive day shipments
	 	 	*	****
	d. Incorrect carrier
	 	 	*	****
	e. Failure to fax docs, i.e., BOL, Manual ASN, Packing Lists,
etc.
	 	 	*	****
	 
	 	 	 	 
	5. Shipping outside of customer order window, early or late
	 	 	*	****
	 
	 	 	 	 
	6. Small packaging routing errors
	 	 	 	 
	a. Incorrect Freight Type, i.e., prepaid, collect, 3rd Party,
Consignee Bill
	 	 	*	****
	b. Incorrect Carrier
	 	 	*	****
	c. Invalid tracking numbers
	 	 	*	****





 


15









 




Those portions of this Agreement that have been redacted were omitted pursuant to a request for

confidential treatment and have been filed separately with the Securities and Exchange Commission.





	 	 	 	 	 
	7. Labels
	 	 	 	 
	a. Scanning without Maintenance Log
(with Maintenance Log — No Charge)
	 	 	*	****
	b. Misplace Carton Labels
	 	 	*	****
	c. Alignment / Formatting Errors
	 	 	*	****
	 
	 	 	 	 
	8. Loading
	 	 	 	 
	a. OS & D
	 	 	 	 
	1. Concealed — SLDC — UTI not responsible, SLC — review of
paperwork and inventory to be done.
	 	 	*	****
	2. Failure to load all or part of an order
	 	 	*	****
	b. Improper Sort and Segregation per Checklist
	 	 	*	****
	c. Loading Configuration, i.e., Multi-stop, High & Tight,
	 	 	 	 
	1. Multi-stop
	 	 	*	****
	2. High & Tight
	 	 	*	****
	3. Load Separation
	 	 	*	****
	d. Incorrect Carrier
	 	 	*	****
	e. Detention
	 	 	*	****
	f. Palletization Errors
	 	 	 	 
	1. Strapping
	 	 	*	****
	2. Stretch-wrap
	 	 	*	****
	3. CHEP
	 	 	*	****
	4. Pallet Labels
	 	 	*	****
	5. Overhang
	 	 	*	****






 


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