exv10w9






Exhibit 10.9




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of the 25th
day of March 2010, between UTi, Services, Inc., a California corporation (the “Company”), and
William T. Gates (“Executive”). This Agreement amends and restates in all respects the Amended and
Restated Employment Agreement dated as of October 1, 2008, between the Company and Executive (the
“Prior Agreement”).



     In consideration of the promises and covenants set forth below, the parties hereto agree as
follows:



     1. Employment. The Company hereby agrees to employ Executive, and Executive hereby
agrees to accept such employment with the Company, on the terms and conditions set forth herein.
As provided for herein, Executive agrees to also perform services for UTi Worldwide Inc. (“UTi
Worldwide”) and the related group of companies (UTi Worldwide, the Company and such related
entities and companies are referred to herein collectively as the “UTi Group”) without receiving
separate consideration for such services.



     2. Term. The initial term of employment of Executive as provided in this Agreement
commenced on the date of the Prior Agreement and, subject to the terms of this Agreement, ends on
January 31, 2011 (the “End Date”). On the End Date and each anniversary thereof (to the extent
applicable assuming the extension of the End Date as provided for in this sentence), this Agreement
will renew for successive one-year terms, only if each party has provided to the other written
notice (a “Renewal Notice”) of its desire to extend the Executive’s term of employment pursuant to
this Agreement for one additional year prior to the End Date or the relevant anniversary thereof,
as applicable. Executive’s employment with the Company shall be governed by the provisions of this
Agreement for the period commencing on the date written above and continuing until such employment
is terminated pursuant to this Agreement. The period during which the Executive provides services
to the Company pursuant to this Agreement shall be referenced in this Agreement as the “Employment
Period.” In the event the End Date is not extended by the parties as provided above in this Section
2, then Executive shall be entitled to continue to receive Executive’s then current monthly salary
and to participate in applicable medical, dental and disability insurance plans, life insurance
plans, retirement plans and other employee welfare and benefit plans or programs applicable to
Executive in accordance with the terms and conditions of such plans or programs through the End
Date or the relevant anniversary thereof (to the extent applicable). Executive shall also be
entitled to receive any bonus earned for the fiscal year ending on the End Date or the relevant
anniversary thereof (to the extent applicable) to the extent earned in accordance with its terms.



     3. Position and Duties. Executive agrees to serve as an employee of the Company and
as Executive Vice President; President, Contract Logistics & Distribution, of UTi Worldwide and in
such other position or positions within the UTi Group as may be reasonably requested by the Company
or any other member of the UTi Group and to perform services for
the UTi Group, all without any additional consideration. Executive shall perform Executive’s
duties and obligations faithfully and diligently and shall devote all of Executive’s business time,
attention and efforts exclusively to the business of the UTi Group. Executive shall industriously



 









 




perform Executive’s duties under the supervision of, and shall report to, the Chief Executive
Officer of UTi Worldwide or such other officer or officers of UTi Worldwide as determined by either
the Board of Directors of UTi Worldwide (the “UTiW Board”) or the Chief Executive Officer of UTi
Worldwide. Executive shall accept and comply with all lawful directions from and all policies
established from time to time which are applicable to Executive. Executive shall adhere to the
policies and procedures generally applicable to employees of the Company and the UTi Group.




     4. Place of Performance. In connection with Executive’s employment by the Company and
except for required travel on UTi Group business, Executive shall be based at the Company’s
executive offices, or such other location agreed to by Executive and the Company.



     5. Compensation and Related Matters.



          (a) Salary. During the Employment Period, the Company shall pay Executive a salary of
$350,000 per annum, subject to increase (but not decrease) in the sole discretion of the Company.
Such salary shall be paid in equal semi-monthly installments (or such other intervals as the
Company may elect) and shall accrue daily.




          (b) Performance Bonus; Equity-Based Compensation. During the Employment Period,
Executive shall be eligible (i) for consideration for an annual cash performance bonus in
accordance with the applicable terms of the bonus plan as in effect from time to time as determined
by the UTi Group and (ii) to participate in equity-based incentive plans in accordance with the
terms of such plans and as determined by the UTi Group.




          (c) Vacations. During the Employment Period Executive shall be entitled to twenty
(20) business days of vacation in each fiscal year as established by applicable policies, and to
compensation with respect to earned but unused vacation days determined in accordance with the
applicable vacation policy.




          (d) Expenses. During the Employment Period Executive shall be entitled to receive
reimbursement for reasonable out-of-pocket travel and other expenses (excluding ordinary commuting
expenses) incurred by Executive in performing Executive’s services hereunder, provided that:




               (i) Such expenditures qualify as proper business expenditures;



               (ii) Executive furnishes adequate documentary evidence for the substantiation of such
expenditures and Executive complies with all applicable policies with respect to expense
reimbursement;



               (iii) Reimbursement will be made as soon as administratively practicable and in no event later
than the last day of the calendar year following the calendar year in which the expenses were
incurred; and



               (iv) The amount of expenses eligible for reimbursement in one calendar year will not affect
the expenses eligible for reimbursement in any other calendar year.



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          (e) Medical Insurance and Other Benefits. During the Employment Period Executive will
be entitled to participate in applicable medical, dental and disability insurance plans, life
insurance plans, retirement plans and other employee welfare and benefit plans or programs made
available to the Company’s executives or its employees generally, in accordance with and subject to
the terms of such plans and programs (including, but not limited to, terms relating to eligibility
and continued participation) as may be in effect from time to time.




     6. Termination.



          (a) Termination for Cause.




               (i) The Company may at any time terminate Executive’s employment for “Cause” pursuant to the
provisions of this Section 6(a). Executive shall be given notice by the Company of its intention
to terminate Executive for Cause, and Executive shall have an opportunity to address, at the option
of the UTiW Board, the UTiW Board or a committee of one or more directors of the UTiW Board,
regarding the grounds on which the proposed termination for Cause is based.



               For purposes of this Agreement, the Company shall have “Cause” to terminate Executive’s
employment upon:



                    (A) The breach by Executive of any material provision of this Agreement (and if such breach is
susceptible to cure by Executive, the failure to effect such cure by Executive within thirty (30)
days after written notice of such breach is given to Executive); or



                    (B) Executive’s willful failure to perform or the gross negligence in the performance of
Executive’s material duties to the UTi Group or hereunder (and if such willful failure or gross
negligence is susceptible to cure by Executive, the failure to effect such cure by Executive within
thirty (30) days after written notice of such willful failure or gross negligence is given to
Executive); or



                    (C) Executive’s engagement in an act of dishonesty involving or affecting the UTi Group or
falsification of the records thereof; or



                    (D) Executive’s indictment or conviction for a crime of theft, embezzlement, fraud,
misappropriation of funds or other alleged act of dishonesty by Executive, or other crime involving
moral turpitude; or



                    (E) Executive’s engagement in any violation of law relating to Executive’s employment or any
violation by Executive of Executive’s duty of care or loyalty to the UTi Group.



               (ii) If Executive is terminated for Cause pursuant to this Section 6(a), neither the Company
nor any other member of the UTi Group shall have any further obligation or liability to Executive,
except that Executive shall be entitled to receive, within thirty (30) days
following the Date of Termination, (i) the portion of Executive’s salary which has been earned
up to the Date of Termination, (ii) compensation for any accrued and unused vacation up to the Date
of Termination, (iii) reimbursement for business expenses properly incurred up to the Date



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of
Termination and (iv) such benefits or payments to which Executive may be entitled under the terms
and conditions of any benefit, equity, incentive or compensation plan, program or award applicable
to Executive and Executive’s termination or cessation of employment to the extent accrued for the
benefit of, or owing to, Executive as of the Date of Termination, which benefits or payments shall
be provided at the time specified in the applicable plan, program or award (collectively, the
“Accrued Benefits”).




          (b) Death.




               (i) Executive’s employment shall terminate automatically upon Executive’s death.



               (ii) If Executive’s employment is terminated because of Executive’s death pursuant to this
Section 6(b), neither the Company nor any other member of the UTi Group shall have any further
obligation or liability to Executive except that Executive’s estate shall be entitled to receive,
within thirty (30) days following the Date of Termination, (i) the Accrued Benefits, and (ii) any
life insurance proceeds Executive is specifically entitled to under any applicable life insurance
then in effect (if any).



          (c) Disability.




               (i) Except to the extent prohibited by law, the Company shall have the right to terminate
Executive’s employment if Executive becomes “disabled” or otherwise suffers a “disability.” As used
herein, Executive shall be deemed to have become “disabled” or to have suffered a “disability” to
the extent Executive is or has been incapable of performing substantially all of Executive’s
managerial and executive services hereunder for one hundred twenty (120) days or more in the
aggregate during any consecutive twelve (12) months.



               (ii) If Executive’s employment is terminated because of Executive’s disability pursuant to
this Section 6(c), neither the Company nor any other member of the UTi Group shall have any further
obligation or liability to Executive except that Executive shall be entitled to receive, within
thirty (30) days following the Date of Termination, (i) the Accrued Benefits, and (ii) any benefits
to which Executive is specifically entitled under any applicable long-term disability plan as in
effect on the Date of Termination (if any).



          (d) Termination Other Than for Cause, Death or Disability.




               (i) The Company shall be entitled to terminate Executive’s employment at any time for any or
no reason and without Cause and other than on account of Executive’s death or disability pursuant
to this Section 6(d); provided, however, that the Company must deliver to Executive a Notice of
Termination not less than six (6) months prior to the Date of Termination set forth therein. For
the purposes of clarity, this Section 6(d) shall in no way limit the right of the Company in its
sole discretion to refrain from delivering to Executive a Renewal Notice in accordance with Section
2, and Executive shall not be entitled to any of the rights or benefits provided in this Section 6(d) in the event the Company fails to deliver any
such notice.



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               (ii) If Executive’s employment is terminated pursuant to this Section 6(d), neither the
Company nor any other member of the UTi Group shall have any further obligation or liability to
Executive except that Executive shall be entitled to (a) continue to receive Executive’s then
current monthly salary and to participate in applicable medical, dental and disability insurance
plans, life insurance plans, retirement plans and other employee welfare and benefit plans or
programs applicable to Executive in accordance with the terms and conditions of such plans or
programs through the Date of Termination, and (b) commencing upon the Date of Termination, receive
the Accrued Benefits and payments equal to six (6) months of Executive’s then current monthly
salary as set forth in Section 5(a), subject to the condition set forth in Section 6(d)(iii) below.
Subject to Section 23 below, such payments shall be payable in six equal monthly payments
commencing within sixty (60) days after the Date of Termination. Executive shall not be entitled
to a bonus for the fiscal year during which the Notice of Termination is given; provided, however,
Executive shall be entitled to receive any bonus earned for the previous fiscal year to the extent
earned in accordance with its terms, but which remains unpaid as of the Date of Termination.



               (iii) Executive agrees that it is a condition precedent to the Company’s obligations to pay
the payments provided for in sub-clause (b) of Section 6(d)(ii) above that Executive execute a
general release and waiver prepared by the Company releasing and forever discharging the Company
and the other members of the UTi Group and each and all of their respective owners, shareholders,
members, predecessors, successors, assigns, agents, directors, officers and other representatives
and their employee benefit plans and their fiduciaries and administrators, and all of their related
parties from any and all known and unknown claims, charges, complaints, liabilities, controversies,
rights, demands, costs, and expenses and containing such other terms and conditions as the Company
may reasonably determine, and that such general release become effective and irrevocable within
sixty (60) days following the Date of Termination. Executive agrees that Executive will not assign
or transfer, or purport to assign or transfer, to any person any claim or a portion thereof or any
interest therein that Executive might have against the UTi Group.



          (e) Termination of Employment Following a Change of Control.




               (i) If within twelve (12) months following a “Change of Control of UTi Worldwide” (as defined
below), the Company terminates Executive’s employment hereunder other than for Cause or Executive’s
death or disability, then the Company shall be obligated to pay to Executive or Executive’s estate
the payments and benefits set forth in Section 6(e)(v). For the purposes of clarity, this Section
6(e) shall in no way limit the right of the Company, in its sole discretion to refrain from
delivering to Executive a Renewal Notice in accordance with Section 2, and Executive shall not be
entitled to any of the rights or benefits provided in this Section 6(e) in the event the Company
fails to deliver any such notice.



               (ii) For purposes of this Agreement, a “Change of Control of UTi Worldwide” shall be defined,
and be deemed to have occurred, as set forth in Exhibit A attached to this Agreement and
incorporated herein.



               (iii) In addition, if within twelve (12) months following a “Change of Control of UTi
Worldwide,” Executive has “Good Reason” (as defined below) to terminate



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Executive’s employment with
the Company, and Executive terminates Executive’s employment as provided for in this Section
6(e)(iii), then the Company shall be obligated to pay to Executive or Executive’s estate the
payments and benefits set forth in Section 6(e)(v) below. In order for Executive to be able to
terminate Executive’s employment pursuant to this Section 6(e)(iii), Executive must deliver to the
Company a Notice of Termination not more than ten (10) business days following the conclusion of
the periods set forth in subclauses (A) and (B) of Section 6(e)(iv) below, and the Company shall
have either proceeded with the involuntary relocation under subclause (A) or failed to take the
actions necessary to cure the material adverse reduction under subclause (B). Executive’s Notice
of Termination shall set forth a Date of Termination, which date shall be one (1) month after the
date that the Notice of Termination is delivered by Executive to the Company.




               (iv) For purposes of this Agreement, Executive shall have “Good Reason” to terminate
Executive’s employment pursuant to Section 6(e)(iii) if:



                    (A) Without Executive’s written consent, the Company relocates Executive to a facility or
location that is outside an area within a radius of two hundred fifty (250) miles from the offices
where Executive was based just prior to such Change of Control of UTi Worldwide, and Executive
gives the Company written notice of Executive’s objection to such relocation within
ten (10) business days of being informed in writing of such relocation, and, following the 30-day
period after it receives such notice, the Company still proceeds with the involuntary relocation of
Executive; or



                    (B) Without Executive’s written consent, the Company reduces Executive’s duties and
responsibilities such that it results in a material adverse reduction in Executive’s duties,
authority or responsibilities, Executive gives the Company written notice of Executive’s objection
to such reduction within ten (10) business days of being informed of such reduction, and the
Company fails to cure such material adverse reduction within thirty (30) days after written notice
specifying the particular acts objected to and the specific cure requested by Executive is
delivered to the Company by Executive.


For purposes of Section 6(e)(iv)(B) above, neither changes to Executive’s duties and
responsibilities that result from UTi Worldwide no longer having its securities registered under
the Securities Exchange Act of 1934, as amended, nor a mere change in title shall constitute a
“material adverse reduction” in Executive’s duties, authority or responsibilities.




               (v) If Executive’s employment is terminated under the provisions contained in this Section
6(e), neither the Company nor the UTi Group shall have any further obligation or liability to
Executive except that Executive shall be entitled to receive (a) the Accrued Benefits, (b) payments
equal to twenty-four (24) months of Executive’s then current monthly salary as set forth in Section
5(a), and (c) a payment equal to (1) the amount of the target performance bonus established for
Executive for the fiscal year during which the Date of Termination occurs (but only to the extent
such bonus remains unpaid at the time of Executive’s termination), multiplied by (2) 25%, if the
Date of Termination occurs during the Company’s first fiscal quarter, 50% if the Date of
Termination occurs during the Company’s second fiscal
quarter, 75% if the Date of Termination occurs during the Company’s third fiscal quarter, and
100% if the Date of Termination during the Company’s fourth fiscal quarter, subject in each case



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to
the condition set forth in Section 6(e)(vi) below. Subject to Section 23 below, such payments
shall be payable in twenty-four (24) equal monthly installments commencing within sixty (60) days
after the Date of Termination.




               (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the
payments provided for in sub-clauses (b) and (c) of Section 6(e)(v) above that Executive execute a
general release and waiver prepared by the Company releasing and forever discharging the Company
and the other members of the UTi Group and each and all of their respective owners, shareholders,
members, predecessors, successors, assigns, agents, directors, officers and other representatives
and their employee benefit plans and their fiduciaries and administrators, and all of their related
parties from any and all known and unknown claims, charges, complaints, liabilities, controversies,
rights, demands, costs, and expenses (other than the obligations of the Company set forth in
Section 6(e)(v)) and containing such other terms and conditions as the Company may reasonably
determine, and that such general release become effective and irrevocable within sixty (60) days
following the Date of Termination. Executive agrees that Executive will not assign or transfer, or
purport to assign or transfer, to any person any claim or a portion thereof or any interest therein
that Executive might have against the UTi Group.



          (f) Resignation by Executive. Executive shall be entitled to terminate Executive’s
employment and the Employment Period at any time, for any or no reason, by delivering to the
Company a Notice of Termination not less than six (6) months prior to the Date of Termination set
forth therein. During the period from the Notice of Termination until the Date of Termination,
Employee acknowledges that Employee shall remain employed by the Company and shall continue to be
bound by all applicable employment procedures, policies, obligations and duties.




          (g) Notice of Termination. Any termination of Executive’s employment by the Company
or by Executive (other than termination pursuant to Section 2 or 6(b) above) shall be communicated
by a written Notice of Termination to the other party hereto. For purposes of this Agreement, a
“Notice of Termination” means a notice which (i) indicates the termination provision in this
Agreement relied upon, and (ii) specifies the Date of Termination.




          (h) Date of Termination. “Date of Termination” shall mean the date of death, the date
of the determination of a disability or the employment termination date specified in the Notice of
Termination, or such other date on which the Executive’s employment terminates, as the case may be.




     7. Exclusivity of Payments. Upon termination of Executive’s employment, Executive
shall not be entitled to any payments or other benefits from the Company, UTi Worldwide or any
other member of the UTi Group, other than the payments and benefits expressly provided in Section 6
of this Agreement. Executive’s right to receive payments or benefits under this Agreement upon
termination of employment will cease if Executive breaches any provision of Sections 8 or 9 below.



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     8. Proprietary Information.



          (a) Definition. Executive hereby acknowledges that Executive possesses and may make
use of, acquire, create, develop or add to certain confidential and/or proprietary information
regarding the UTi Group and its businesses and affiliates (whether in existence prior to, as of or
after the date hereof, collectively, “Proprietary Information”), which Proprietary Information
shall include, without limitation, all of the following materials and information (whether or not
reduced to writing and whether or not patentable or protected by copyright): trade secrets,
inventions, processes, formulae, programs, technical data, “know-how,” procedures, manuals,
confidential reports and communications, marketing methods, product sales or cost information, new
product ideas or improvements, customer-tailored solutions and other consulting products and
processes, new packaging ideas or improvements, research and development programs, identities or
lists of suppliers, vendors or customers, financial information and financial projections or any
other confidential or proprietary information relating to the UTi Group and/or its business. The
term “Proprietary Information” shall also include, without limitation, any confidential or
non-public information of suppliers or customers of the UTi Group obtained by Executive in the
course of Executive’s employment or association with the Company or any other member of the UTi
Group. The term “Proprietary Information” does not include any information that (i) at the time of
disclosure is generally available to and known by the public (other than as a result of its
disclosure by Executive), (ii) becomes available to Executive on a lawful, non-confidential basis
from a person other than the UTi Group or its suppliers or customers or its or their
representatives, provided that the source of such information was not known by Executive to be
subject to an obligation of confidentiality or otherwise disclosed such information to Executive
with the reasonable expectation that it would remain confidential.




          (b) Nondisclosure. During the term of this Agreement and thereafter, Executive will
not, without the prior express written consent of the Chief Executive Officer of UTi Worldwide,
disclose or make any use of any Proprietary Information except as may be required in the course of
the performance of Executive’s services under this Agreement.




          (c) Agreement Not to Solicit Employees and Customers. To protect the Proprietary
Information and trade secrets of the UTi Group, Executive agrees, during the term of this Agreement
and for a period of one (1) year after termination of this Agreement, not to, directly or
indirectly, either on Executive’s own behalf or on behalf of any other person or entity, (i) to
attempt to persuade, induce or solicit or employ any person who is an employee of the UTi Group or
otherwise encourage such employee to cease or terminate his or her employment with the UTi Group or
(ii) use or otherwise disclose any Proprietary Information in any attempt to persuade any customer
of the UTi Group to cease to do business or to reduce the amount of business which any customer of
the UTi Group has customarily done or contemplates doing with the UTi Group or to expand its
business with a competitor of the UTi Group.




          (d) Reasonableness. Executive agrees that the covenants and agreements contained in
this Section 8 are reasonable and necessary to protect the Proprietary Information of the UTi Group
and that the covenants and agreements by Executive contained in this Section 8 shall be in addition
to any other agreements and covenants Executive may have agreed to in any other employee
proprietary information, confidentiality, non-disclosure or other similar






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agreement and that this Section 8 shall not be deemed to limit such other covenants and
agreements, all of which shall continue to survive the termination of this Agreement in accordance
with their respective terms. A breach of the terms and covenants of such other covenants and
agreements shall be deemed to be a breach of the provisions of this Section 8 and this Agreement.




     9. Protection of Property. All records, files, manuals, documents, specifications,
lists of customers, forms, materials, supplies, computer programs and other materials furnished to
the Executive by the UTi Group, used on its behalf or generated or obtained during the course of
the performance of the Executive’s services hereunder, shall at all times remain the property of
the Company. Upon termination of Executive’s employment with the UTi Group, or at any other time
upon request by the Company or any other member of the UTi Group, Executive shall immediately
deliver to the UTi Group, or its authorized representative, all such property, including all
copies, remaining in Executive’s possession or control.



     10. Specific Performance. In the event of the breach by Executive of any of the
provisions of Sections 8 or 9, the Company and the other members of the UTi Group, in addition to
all other rights and remedies they may have, may apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive or other relief to the extent authorized by
law in order to enforce or prevent any violations of the provisions thereof and Executive waives
any requirement that the Company or any other member of the UTi Group post a bond or other surety.



     11. Arbitration. The parties hereto acknowledge that it is in their best interests to
facilitate the informal resolution of any disputes arising out of this Agreement or otherwise by
mutual cooperation and without resorting to litigation. As a result, if either party has a legally
recognized claim or dispute arising hereunder or otherwise, including but not limited to any claim
for breach of any contract or covenant (express or implied), any dispute regarding Executive’s
termination of employment, tort claims, claims for harassment or discrimination (including, but not
limited to, race, sex, religion, national origin, age, handicap or disability), claims for
compensation or benefits (except where a benefit plan or pension plan or insurance policy specifies
a different claims procedure) and claims for violation of public policy or, any federal, state or
other governmental law, statute, regulation or ordinance (except for claims involving workers’
compensation benefits), and the parties are unable to reach agreement among themselves within
thirty (30) days, then the parties agree to submit the dispute to JAMS for binding arbitration in
accordance with its then-current employment rules and applicable law. If the parties are unable to
agree to an arbitrator, JAMS will provide the names of seven potential arbitrators, giving each
party the opportunity to strike three names. The remaining arbitrator will serve as the
arbitration panel. The parties agree that the arbitration must be initiated within the time period
of the statute of limitations applicable to the claim(s) if the claim(s) had been filed in Court.
Arbitration may be initiated by the aggrieved party by sending written notice of an intent to
arbitrate by registered certified mail to all parties and to JAMS. The notice must contain a
description of the dispute, the amount involved and the remedies sought. All fees and expenses of
the arbitrator will be borne by the Company. Each party will pay for the fees and expenses of its
own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing
briefs, unless the party prevails on a claim for which attorneys’ fees are recoverable by statute,
in which case the arbitrator may award attorneys’ fees and costs to the prevailing party.



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     12. Representation by Counsel. Executive acknowledges that Executive has been given
the opportunity to consult legal counsel and seek such advice and consultation as Executive deems
appropriate or necessary.



     13. Successors; UTi Group. This Agreement is personal to the Executive and is not
assignable by the Executive. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. If a particular action is required to be taken, or a
particular notice is required to be given, by the Company, and such action or notice is in fact
taken by, or such notice is in fact given by, UTi Worldwide or another member of the UTi Group,
then such action or notice shall be deemed to have been taken or given by the Company.
Notwithstanding anything to the contrary contained in this Agreement, Executive agrees that
Executive is an employee only of the Company (or it successors or assigns, if applicable) and not
an employee of any other entity or member of the UTi Group. It is agreed that the Company may
assign Executive to another member of the UTi Group for payroll purposes.



     14. Notice. For purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when personally delivered, or if sent by overnight, commercial air courier service, on
the second business day after being delivered to the air courier service, or if mailed, on the
fifth day after being sent by first class, certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:



	 	 	 	 	 
	 

	 	If to Executive:
	 	At Executive’s address as indicated on the
books and records of the Company.
	 
	 	 	 	 
	 

	 	If to Company:
	 	At the Company’s executive headquarters (with a
copy to UTi Worldwide Inc. at its executive headquarters).





Such communications may also be delivered to such other address as any party may have furnished to
the other in writing in accordance herewith, except that notices of change of address shall be
effective only upon receipt thereof.




     15. Section 280G. To the extent that Section 280G and any related provisions of the
Internal Revenue Code of 1986, as amended (the “Code”), are applicable, Executive’s payments and
benefits under this Agreement and all other arrangements, plans or programs (collectively, the
“Payments”) shall not, in the aggregate, exceed the maximum amount that may be paid to Executive
without triggering golden parachute penalties under Section 280G and related provisions of the
Code, as amended, as determined in good faith by the Company’s independent auditors. If any
Payments must be cut back to avoid triggering such penalties, they shall be cut back in the
following order (unless cutting Payments back in such order would result in the imposition on the
Executive of an additional tax under Section 409A of the Code (or similar state or local law) and
cutting the Payments back in another order would not, in which case benefits shall instead be cut
back in such other order): First all Payments that do not constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (in the order designated by the
Executive). Second, all Payments that constitute “nonqualified deferred compensation” within the
meaning of Section 409A of the Code that were granted to the Executive in the 12-month period of
time preceding the applicable change in control, in the order



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such benefits were granted to the Executive. Third, all remaining Payments shall be reduced
pro-rata. Executive and the Company agree to reasonably cooperate with each other in connection
with any administrative or judicial proceedings concerning the existence or amount of golden
parachute penalties on payments or benefits Executive receives.




     16. Resignation from Positions. Upon Executive’s cessation of employment with the
Company for any reason, Executive agrees that Executive shall be deemed to have resigned as an
officer and as a director from every entity and company of the UTi Group on which Executive is then
serving as an officer or director, and any other entity or company on which Executive is then
serving as a director or officer at the request of the Company or any other member of the UTi
Group, in each case effective as of the Date of Termination. In addition, if (a) Executive gives
the Company notice that either Executive desires to terminate this Agreement pursuant to Section 2
above or that Executive desires to terminate Executive’s employment pursuant to Section 6(f) above,
or (b) the Company gives notice to Executive that the Company desires to terminate this Agreement
pursuant to Section 2 above or that the Company desires to terminate Executive’s employment
pursuant to Section 6(d) above, then in each case Executive agrees that at the request of either
the Company or UTi Worldwide that Executive shall promptly resign, as requested by either the
Company or UTi Worldwide, as an officer or director from every entity and company of the UTi Group
on which Executive is then serving as an officer or director, and any other entity or company on
which Executive is then serving as a director or officer at the request of the Company or UTi
Worldwide. Executive hereby grants the corporate secretary of UTi Worldwide an irrevocable power of
attorney to execute on behalf of Executive all such resignations and documents and instruments and
take all such other actions as reasonably necessary to carry out the intention of this Section.



     17. Entire Agreement; Amendment of Side Letter. This Agreement, together with that
certain side letter dated as of October 1, 2008 (the “Side Letter”) and the documents referenced
herein, contains the entire agreement of the parties hereto with respect to the subject matter
hereof and supersedes any and all other offer letters, agreements and understandings, either oral
or in writing, between the parties hereto with respect to the employment of Executive by the
Company, including, without limitation, the Prior Agreement. By executing this Agreement, the
parties hereto agree that the first sentence of the second paragraph of the Side Letter is hereby
amended to read in its entirety as follows:




	 	 	“The actual “End Date” as defined in, and established by, Section 2 of the Employment
Agreement shall be referred to in this letter as the “Termination Date.”





     The parties further agree that all references in the Side Letter to the Employment Agreement
after the date hereof shall mean references to this Agreement. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, written, oral or
otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement or promise not contained in this Agreement
shall be valid or binding.



     18. Amendment; Waiver; Governing Law. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is agreed to in a
writing signed by Executive and by such officer of the Company as may be specifically



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designated by UTi Worldwide. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of California or if
Executive is not employed in California, the jurisdiction where Executive is employed by the
Company.




     19. Validity. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.



     20. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same
instrument.



     21. Survivability. The provisions in Sections 8, 9, 10, 11, 12, 14, 15, 16, 17, 18,
19 and 21 of this Agreement shall survive any termination of this Agreement.



     22. Withholding of Taxes; Tax Reporting. The Company may withhold from any amounts
payable under this Agreement all such taxes, and may file with appropriate governmental authorities
all such information, returns or other reports with respect to the tax consequences of any amounts
payable under this Agreement, as may, in its reasonable judgment, be required by law.



     23. Section 409A Compliance. Executive is solely responsible and liable for the
satisfaction of any federal, state, province or local taxes that may arise with respect to this
Agreement (including any taxes arising under Section 409A of the Code, except to the extent
otherwise specifically provided in a written agreement with the Company). Neither the Company nor
any of its employees, officers, directors, or service providers shall have any obligation
whatsoever to pay such taxes, to prevent Executive from incurring them, or to mitigate or protect
Executive from any such tax liabilities. To the extent applicable, it is intended that this
Agreement comply with the provisions of Section 409A of the Code. This Agreement will be
administered and interpreted in a manner consistent with this intent, and any provision that would
cause this Agreement to fail to satisfy Section 409A of the Code will have no force and effect
until amended to comply therewith (which amendment may be retroactive to the extent permitted by
Section 409A of the Code). Notwithstanding anything contained herein to the contrary, to the
extent Executive is entitled to any payments under this Agreement that constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Code on account of Executive’s
termination of employment, such amounts shall not be paid until Executive has incurred a
“separation from service” from Employer within the meaning of Section 409A of the Code. If, at the
time of Executive’s termination of employment under this Agreement, Executive is a “specified
employee” within the meaning of Section 409A of the Code, any payments that constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code on account of
Executive’s “separation from service” within the meaning of Section 409A of the Code (including any
amounts payable pursuant to the preceding sentence) will not be paid until after the end of the
sixth calendar month beginning after



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Executive’s “separation from service” within the meaning of Section 409A of the Code (the “409A
Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, Executive
shall be paid a lump sum payment in cash equal to any payments delayed because of the preceding
sentence, together with interest on them for the period of delay at a rate not less than the
average prime interest rate published in the Wall Street Journal on any day chosen by the Company
during that period. Thereafter, Executive shall receive any remaining benefits as if there had not
been an earlier delay. In addition, for purposes of this Agreement, each amount to be paid or
benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate
identified payment for purposes of Section 409A of the Code.




[Signature page follows]






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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	“Company”	 	UTi, Services, Inc.,	 	 
	 	 	a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lance E. D’Amico
 

Lance E. D’Amico
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	“Executive”	 	/s/ William T. Gates	 	 
	 	 	 	 	 





GUARANTEE




     In order to induce Executive to enter into the foregoing Amended and Restated Employment
Agreement, UTi Worldwide Inc. hereby unconditionally and irrevocably guarantees to Executive and
Executive’s estate and legal representatives that it will cause the Company named in the Amended
and Restated Employment Agreement to perform each and all of its obligations under the Amended and
Restated Employment Agreement in accordance with the terms thereof. This guarantee of performance
is a principal obligation of the undersigned and shall continue in full force and effect
notwithstanding any amendments or modifications to the Amended and Restated Employment Agreement.



	 	 	 	 	 	 	 
	 	 	UTi Worldwide Inc.,	 	 
	 	 	a BVI corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lance E. D’Amico
 

Lance E. D’Amico
	 	 
	 

	 	Title:
	 	Senior Vice President — Enterprise Support	 	 
	 	 	Services & Global General Counsel	 	 






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EXHIBIT A TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT



For purposes of the attached Amended and Restated Employment Agreement, a “Change of Control of UTi
Worldwide” shall be deemed to have occurred if:




               (i) a sale, transfer, or other disposition of all or substantially all of the assets and
properties of UTi Worldwide is closed or consummated;



               (ii) any “person,” “entity” or “group” (within the meaning of Section 13(d)(3) and
14(d)(2)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than UTi
Worldwide or any majority owned subsidiary of UTi Worldwide, becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of UTi
Worldwide representing fifty percent (50%) or more of the combined voting power of UTi Worldwide’s
then outstanding securities that have the right to vote in the election of directors generally;
provided, however, that the following shall not constitute a “Change of Control of UTi Worldwide”
for purposes of this subclause (ii):



                    (a) any acquisition directly from UTi Worldwide (excluding any acquisition resulting from the
exercise of a conversion or exchange privilege in respect of outstanding convertible or
exchangeable securities); or



                    (b) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by
UTi Worldwide or any entity controlled by UTi Worldwide;



               (iii) during any period of two consecutive years during the term of this Amended and Restated
Employment Agreement, individuals who at the beginning of such period constitute the Board of
Directors of UTi Worldwide cease for any reason to constitute at least a majority thereof, unless
the election of each director who was not a director at the beginning of such period has been
approved in advance by directors representing at least two-thirds of the directors then in office
who were directors at the beginning of the period; or



               (iv) UTi Worldwide is dissolved or liquidated or a merger, reorganization, or consolidation
involving UTi Worldwide is closed or consummated, other than a merger, reorganization, or
consolidation in which holders of the combined voting power of UTi Worldwide’s then outstanding
securities that have the right to vote in the election of directors generally immediately prior to
such transaction own, either directly or indirectly, fifty percent (50%) or more of the combined
voting power of the securities entitled to vote in the election of directors generally of the
merged, reorganized or consolidated entity (or its parent company) immediately following such
transaction.