Common use of Termination of Employment Following a Change of Control Clause in Contracts

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 contemplated relocation, and thereafter 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 position, authority or responsibilities, and the Company fails to cure such material adverse reduction within twenty (20) business 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 position, 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 and (b) severance equal to twenty-four (24) months of Executive’s then current monthly salary as set forth in Section 5(a), subject to the condition set forth in Section 6(e)(vi) below. Such severance shall be payable in twenty-four (24) equal monthly installments commencing thirty (30) days after Executive’s cessation of employment, or as otherwise agreed to by the parties. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause (b) 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 UTi Group and each and all of their respective owners, shareholders, members, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all claims, charges, complaints, liabilities, controversies, rights, demands, costs, and expenses (other than the obligations of the Company set forth in Section 6(e)(v)) . 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 positionduties, 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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance Subject to Section 23 below, such payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 position, 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 and (b) severance equal to twenty-four (24) months of Executive’s then current monthly salary as set forth in Section 5(a), subject to the condition set forth in Section 6(e)(vi) below. Such Subject to Section 23 below, such severance shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation termination of employment, or as otherwise agreed to by the parties. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause (b) 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 UTi Group and each and all of their respective owners, shareholders, members, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all 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 that such general release become irrevocable within sixty (60) days of Executive’s termination of employment. 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 (25050) 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 positionduties, 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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance Subject to Section 23 below, such payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 (25050) 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 clarity, Executive shall have “Good Reason” under Section 6(e)(iv)(B) above, neither changes to Executive’s duties and responsibilities that result from 6(e)(iv)(B)above if UTi Worldwide no longer having has 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 position, 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 and (b) severance equal to twenty-four (24) months of Executive’s then current monthly salary as set forth in Section 5(a), subject to the condition set forth in Section 6(e)(vi) below. Such Subject to Section 23 below, such severance shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation termination of employment, or as otherwise agreed to by the parties. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause (b) 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 UTi Group and each and all of their respective owners, shareholders, members, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all 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 any of Executive’s vested benefits under any benefit plan sponsored by the Company), and that such general release become irrevocable within sixty (60) days of Executive’s termination of employment. 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 clarity, (1) a mere change in title shall not constitute a “material adverse reduction” in Executive’s duties, authority or responsibilities under Section 6(e)(iv)(B) above, neither changes to Executive’s duties above and responsibilities that result from (2) Executive shall have “Good Reason” under Section 6(e)(iv)(B) above if UTi Worldwide no longer having has 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 position, 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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance Subject to Section 23 below, such payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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) or (C) 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) or failed to take the actions necessary to cure the material breach under subclause (C). 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 (25050) 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business days after written notice specifying the particular acts objected to and the specific cure requested by Executive is delivered to the Company by Executive; or (C) The Company materially breaches this Agreement, and the Company fails to cure such material breach within ten (10) business days after written notice specifying the particular breach and the specific cure requested by Executive is delivered to the Company by Executive. For purposes of Section 6(e)(iv)(Bclarity, (1) 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 not constitute a “material adverse reduction” in Executive’s position, authority or responsibilitiesresponsibilities under Section 6(e)(iv)(B) above and (2) Executive shall have “Good Reason” under Section 6(e)(iv)(B)above if UTi Worldwide no longer has its securities registered under the Securities Exchange Act of 1934, as amended. (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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance Subject to Section 23 below, such payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 positionduties, 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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance Subject to Section 23 below, such payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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 to provide Executive a Non-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 provides 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 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 position, 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 and (b) severance equal to twenty-twenty four (24) months of Executive’s then current monthly salary as set forth in Section 5(a), subject to the condition set forth in Section 6(e)(vi) below. Such Subject to Section 23 below, such severance shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation termination of employment, or as otherwise agreed to by the parties. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause (b) 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 UTi Group and each and all of their respective owners, shareholders, members, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all 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 that such general release become irrevocable within sixty (60) days of Executive’s termination of employment. 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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), which payments shall be inclusive of any severance pay as stipulated in the Basic Conditions of Employment Act. (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. A “Change of Control of UTi Worldwide” shall be considered an “operational requirement” as that term is defined in Section 213 of the Labour Relations Act. (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 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 positionduties, 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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 clarity, Executive shall have “Good Reason” under Section 6(e)(iv)(B) above, neither changes to Executive’s duties and responsibilities that result from above if UTi Worldwide no longer having has its securities registered under the Securities Exchange Act of 1934, as amended, nor a mere change in title shall constitute a amended (the “material adverse reduction” in Executive’s position, authority or responsibilitiesExchange Act”). (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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance For the purposes of clarity, if Executive’s employment is terminated under the provisions contained in this Section 6(e), all bonus amounts payable under this Section that are to be paid in the form of restricted share units pursuant to Section 5(b) above shall instead be paid in cash. Subject to Section 23 below, the payments pursuant to clause (b) above shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 sub-clauses (A) and (B) of Section 6(e)(iv) below, and the Company shall have either proceeded with the involuntary relocation under subclause sub-clause (A) or failed to take the actions necessary to cure the material adverse reduction under subclause sub-clause (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 (25050) 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 clarity, Executive shall have “Good Reason” under Section 6(e)(iv)(B) above, neither changes to Executive’s duties and responsibilities that result from 6(e)(iv)(B)above if UTi Worldwide no longer having has 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 position, authority or responsibilities. (v) If Executive’s employment is terminated under the provisions contained in this Section 6(e), 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 (a) the Accrued Benefits and Benefits, (b) severance the 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 to the condition set forth in Section 6(e)(vi) below. Such severance Subject to Section 23 below, such payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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 any of Executive’s vested benefits under any benefit plan sponsored by the Company) 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 of 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 contemplated relocation, and thereafter 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 position, 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 twenty thirty (2030) business 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)(Bclarity, (1) 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 not constitute a “material adverse reduction” in Executive’s position, authority or responsibilitiesresponsibilities under Section 6(e)(iv)(B) above and (2) Executive shall have “Good Reason” under Section 6(e)(iv)(B) above if UTi Worldwide no longer has its securities registered under the Securities Exchange Act of 1934, as amended. (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 and (b) severance equal to twenty-four (24) months of Executive’s then current monthly salary as set forth in Section 5(a), subject to the condition set forth in Section 6(e)(vi) below. Such Subject to Section 23 below, such severance shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation termination of employment, or as otherwise agreed to by the parties. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause (b) 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 UTi Group and each and all of their respective owners, shareholders, members, predecessors, successors, assigns, agents, directors, officers and other representatives from any and all 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 that such general release become irrevocable within sixty (60) days of Executive’s termination of employment . 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.

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), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, 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). (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 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 (25050) 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 contemplated relocation, and thereafter 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 positionduties, 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 twenty thirty (2030) business 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 clarity, Executive shall have “Good Reason” under Section 6(e)(iv)(B) above, neither changes to Executive’s duties and responsibilities that result from if UTi Worldwide no longer having has 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 position, 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 and Benefits, (b) severance 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 to the condition set forth in Section 6(e)(vi) below. Such severance Subject to Section 23 below, such payments shall be payable in twenty-four (24) equal monthly installments commencing thirty within sixty (3060) days after Executive’s cessation the Date of employment, or as otherwise agreed to by the partiesTermination. (vi) Executive agrees that it is a condition precedent to the Company’s obligations to pay the severance payments provided for in sub-clause 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.