Common use of Termination Other Than for Cause, Death or Disability Clause in Contracts

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. (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.

Termination Other Than for Cause, Death or Disability. (i) The Company shall be entitled to terminate Executive’s employment hereunder 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. (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 severance 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 Such severance payments shall be payable in six equal monthly payments commencing within sixty thirty (6030) days after the Date of TerminationTermination or as otherwise mutually agreed to by the parties. 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 severance 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, membersstockholders, 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 Terminationexpenses. 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 Other Than for Cause, Death or Disability. (i) The Company shall be entitled to terminate Executive’s employment hereunder 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. (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 severance 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 severance payments shall be payable in six equal monthly payments commencing within sixty (60) days after the Date Executive’s termination of Terminationemployment. 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 severance 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, membersstockholders, 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 determineexpenses, and that such general release become effective and irrevocable within sixty (60) days following the Date Executive’s termination of Terminationemployment. 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 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. (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) belowbelow and (c) if elected by Employee within 90 days following receipt of the Notice of Termination, the Company shall pay for the reasonable air fare for Employee to relocate back to the United States, together with the reasonable costs to move Employee’s personal belongings back to the United States, provided if Employee elects such option, the related move must be completed within six months of the Date of Termination. Subject to Section 23 below, such the payments referred to above 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.

Termination Other Than for Cause, Death or Disability. (i) The Company shall be entitled to terminate Executive’s employment hereunder 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. (ii) If Executive’s employment is terminated pursuant to this Section 6(d), unless Section 6(d)(iii) below shall apply, 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 Benefits, severance payments equal to six (6) months of Executive’s then current monthly salary as set forth in Section 5(a)) and a pro rata portion of Executive’s bonus, if any, for the year in which Executive’s termination shall occur, calculated as follows: (A) if Executive’s employment is terminated during the first six months of the Company’s fiscal year, then the amount of the bonus subject to pro ration shall be equal to the Executive’s average annual bonus for the immediately preceding three years, or the period of Executive’s employment, if less, and (B) if Executive’s employment is terminated during the second six months of the Company’s fiscal year, then the amount of the bonus subject to pro ration shall be determined by the Compensation Committee of UTi Worldwide based on the actual performance achieved over the relevant fiscal year (or other period to which such bonus relates) as compared to the budgeted or other applicable performance metric over the same period, subject in each case to the condition set forth in Section 6(d)(iii6(d)(iv) below. Subject to Section 23 belowXxxxxxx 00 xxxxx, (x) such severance payments shall be payable in six equal monthly payments commencing within sixty (60) days after Executive’s termination of employment and (b) such bonus payments, if any, shall be payable (i) in the Date case where Executive’s employment is terminated during the first six months of Termination. Executive shall not be entitled to a bonus for the Company’s fiscal year, within sixty (60) days after Executive’s termination of employment, and (ii) in the case where Executive’s employment is terminated during the second six months of the Company’s fiscal year, within ninety (90) days following the last day of the Company’s fiscal year during which the Notice Executive’s termination of Termination is given; provided, howeveremployment shall occur. In addition, 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) Notwithstanding Section 6(d)(ii), if Executive’s employment is terminated pursuant to this Section 6(d) prior to January 31, 2010, neither the Company nor the UTi Group shall have any further obligation or liability to Executive agrees except that it is a condition precedent 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 Company’s obligations to pay terms and conditions of such plans or programs through the payments provided for in sub-clause Date of Termination, and (b) subject to the condition set forth in Section 6(d)(iv) below, commencing upon the Date of Termination, receive (i) the Accrued Benefits, (ii) severance payments equal to eighteen (18) months of Executive’s then current monthly salary as set forth in Section 6(d)(ii5(a) above that and (iii) an additional amount equal to the sum of (A)$630,000.00, plus (B) $630,000.00 multiplied by a fraction where the numerator equals the number of full months during fiscal 2010 in which Executive execute a general release and waiver prepared was employed by the Company releasing and forever discharging the Company and the other members of the UTi Group and each and all of their respective ownersdenominator is twelve. Subject to Section 23 below, 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 (a) such other terms and conditions as the Company may reasonably determine, and that such general release become effective and irrevocable severance payments shall be payable in eighteen equal monthly payments commencing within sixty (60) days following the Date after Executive’s termination 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.employment and (b) such additional payment shall be payable within sixty (60) days after Executive’s termination of

Termination Other Than for Cause, Death or Disability. (i) The If the Company shall be entitled to terminate terminates the 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 for Cause (and 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. (ii) If Executive’s employment is not terminated pursuant to this Section 6(dby reason of death or Disability), 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 the following severance benefits: (ai) continue to receive the sum of (A) the 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, Annual Base Salary and (bB) commencing upon the Date of TerminationTarget Bonus, 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 a lump sum within sixty (60) 30 days after the Date date of Terminationtermination; (ii) the product of (A) the Target Bonus and (B) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365, payable in a lump sum within 30 days after the date of termination; (iii) for 12 months after the date of the Executive’s termination of employment, reimbursement for a portion of the group health continuation coverage premiums paid by the Executive for coverage for the Executive and/or the Executive’s eligible dependents under Title IX of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), equal to the percentage share of premiums the Company paid for such coverage prior to the employment termination date (provided that the Executive shall be solely responsible for properly electing to continue such coverage under COBRA); and (iv) If the Executive’s employment terminates prior to the date on which bonuses pursuant to the Bonus Plan are paid for the most recently completed fiscal year, but after the end of such fiscal year, the Executive shall remain eligible for the payment of such a bonus notwithstanding the fact that the Executive is no longer employed on the date of payment. For purposes of this Agreement, the Executive shall not be entitled considered to a bonus for have been terminated by the fiscal year during which the Notice of Termination Company without Cause if he resigns or is given; provided, however, Executive shall be entitled terminated after declining an offer 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 relocate to the Company’s obligations to pay offices on 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 GroupEast Coast.

Termination Other Than for Cause, Death or Disability. If (A) the Executive's employment shall be terminated by the Company hereunder in circumstances to which none of Sections 7(a), (b), (c) or (e) apply, then (i) The the Company shall continue to pay the Executive his Annual Base Salary through the Date of Termination; (ii) for a period commencing on the Date of Termination and ending on the second anniversary thereof (such period, the "Two-Year Severance Period"), the Executive will receive annually an amount equal to (A) if the Date of Termination occurs after December 31, 2000, the average of the Annual Base Salary plus the Annual Bonus paid for each of the prior two calendar years, (B) if the Date of Termination occurs on or before December 31, 2000 but after December 31, 1999, the Annual Base Salary plus the Annual Bonus paid to the Executive for the calendar year 1999, and (C) if the Date of Termination occurs on or before December 31, 1999, the Annual Base Salary then in effect plus $150,000. Such payments will be entitled to terminate Executive’s employment at any time for any or no reason made in substantially equal semi-monthly installments and, as nearly as practicable, on the fifteenth and without Cause and other than on account last days of Executive’s death or disability pursuant to this Section 6(d); providedeach month in arrears, provided however, that if the Company must deliver so elects, such payments may be paid in a lump sum equal to the present value (calculated using a 9% discount rate) of such periodic payments. (iii) for the Two-Year Severance Period, the Company will continue to provide the Executive a Notice of Termination not less than six (6) months with the welfare benefits that he was receiving from the Company immediately prior to the Date of Termination set forth therein. (ii) If Executive’s employment is terminated pursuant to this Section 6(d), neither on 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 same terms and conditions of such plans or programs through (including employee contributions toward the premium payments) under which the Executive was entitled to participate immediately prior to 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) belowtermination. Subject to Section 23 below, such payments shall Such benefits may 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 modified or terminated 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 TerminationTermination provided such change is applicable to senior executives of the Company generally and the Company's obligation to provide benefits pursuant to this subsection will terminate when the Executive commences any other employment during the TwoYear Severance Period. Other than the payment of the compensation and severance provided for in (i) and (ii) of this subsection (d), the Company shall have no further obligation to the Executive agrees that Executive will not assign or transfer, or purport under this Agreement in the case of a termination of employment referred to assign or transfer, to any person any claim or a portion thereof or any interest therein that Executive might have against the UTi Groupin this subsection (d).

Termination Other Than for Cause, Death or Disability. Should the Company involuntarily terminate your employment for reasons other than for “Cause” or “Disability” (as these terms are defined in the Stock Plan, subject to the modification described in Section 3.e. below) or death, and conditioned upon both your execution and non-revocation of a separation agreement (which shall contain, among other things, a full and general release of claims to the Company and its affiliates and their respective directors, officers, agents and employees, in a form satisfactory to the Company) and upon your compliance with your obligations set forth in your Non-Competition, Confidentiality and Intellectual Property Agreement (the “Confidentiality Agreement,” as described in Section 6 below), then the Company shall provide you with: (i) The Company shall be entitled payments equal 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 twelve (612) months prior to the Date of Termination set forth therein. (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 your then current monthly salary and to participate base salary, payable in applicable medicalperiodic installments over twelve (12) months, 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 Company’s normal payroll practices; (ii) (x) if the Company is subject to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or similar state law, (y) the premium subsidy described below is not illegal or discriminatory under the Code, the Patient Protection and conditions of such plans Affordable Care Act or programs through the Date of TerminationHealth Care and Education Reconciliation Act, and (bz) commencing upon the Date of Terminationif you properly elect to receive benefits under COBRA, receive the Accrued Benefits and payments equal to six twelve (612) months of Executiveyour COBRA premiums at the Company’s then current monthly salary as set forth normal rate of contribution for employees for your coverage at the level in Section 5(a)effect immediately prior to your termination; and (iii) payment of any unpaid Annual Bonus if your termination without “Cause” takes place on or after December 31st of any calendar year in which you worked, subject but before the Annual Bonus for that year is paid. If you are entitled to the condition set forth payments and benefits described in this Section 6(d)(iii) below3.a. 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 then you 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 and benefits described 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 Termination3.b. 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 Groupbelow.

Termination Other Than for Cause, Death or Disability. (i) The Company shall shall, for any reason, be entitled to terminate this Agreement and Executive’s employment hereunder 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 thereindisability. (ii) If Executive’s employment this Agreement is terminated by the Company pursuant to this Section 6(d)5(e) or by Executive pursuant to Section 5(f) below on or before April 1 2012, neither the Company nor any other member of the UTi Group shall have any no further obligation or liability to Executive Executive, except that Executive shall be entitled to receive only (ai) 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 TerminationMinimum Termination Payments, and (bii) commencing upon severance payments during the Date of Termination, receive the Accrued Benefits and payments equal to six (6) months following the Termination Date at the annual base salary rate then in effect for Executive, payable in accordance with the Company’s payroll practices at the time of payment. During the severance period, the Executive will also be eligible to continue his participation in the Company’s Health, Dental and Vision benefit plans upon the same terms and contributions in effect immediately prior to the Executive’s termination. If this Agreement is terminated by the Company pursuant to this Section 5(e) or by Executive pursuant to Section 5(f) below after April 1, 2012, but on or before April 1 2013, then current monthly the severance payments to which the Executive will be entitled will equal nine (9) months at the annual base salary as set forth rate then in Section 5(a)effect. During the severance period, subject the Executive will also be eligible to continue his participation in the Company’s Health, Dental and Vision benefit plans upon the same terms and contributions in effect immediately prior to the condition set forth Executive’s termination. Should the termination occur after April 1, 2013 then the severance payments to which the Executive will be entitled will equal twelve (12) months at the annual base salary rate then in effect. During the severance period, the Executive will also be eligible to continue his participation in the Company’s Health, Dental and Vision benefit plans upon the same terms and contributions in effect immediately prior to the Executive’s termination. At the election of the Company, the payments the Executive is entitled to receive pursuant to this Section 6(d)(iii5(e) belowmay be made on a monthly basis. 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. It is expressly agreed that Executive shall not be entitled to a bonus for the fiscal year during which the Notice of Termination is given; provided, however, Executive shall only be entitled to receive any bonus earned for such payments from the previous fiscal year Company upon execution and delivery to the extent earned in accordance with its terms, but which remains unpaid as Company 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 in a form acceptable 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 GroupCompany.

Termination Other Than for Cause, Death or Disability. (i1) The Company shall or UTi Worldwide shall, for any reason, be entitled to terminate Executive’s 's employment hereunder at any time for any or no reason and without Cause and other than on account of Executive’s '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. (ii2) If Executive’s '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 receive (ai) 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 TerminationMinimum Payments, and (bii) commencing upon the Date of Termination, receive the Accrued Benefits and payments a severance equal to six twelve (612) months of Executive’s '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 Such severance shall be payable in six twelve (12) equal monthly payments commencing within sixty thirty (6030) 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, such termination occurs. Executive shall be entitled to receive any bonus earned for the previous fiscal year to the extent earned in accordance with its termsyear, but which remains is unpaid as of the Date of Termination. (iii) . Executive agrees that it is a condition precedent to the Company’s 's obligations to pay the severance payments provided for in sub-clause subclause (bii) of the first sentence of this Section 6(d)(ii6(d)(2) 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, membersstockholders, 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, 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 Terminationexpenses. 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 Other Than for Cause, Death or Disability. (i) The Company shall be entitled to terminate Executive’s employment hereunder 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 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(d) in the event the Company provides any such notice. (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 severance 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 severance payments shall be payable in six equal monthly payments commencing within sixty (60) days after the Date Executive’s termination of Terminationemployment. 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 severance 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, membersstockholders, 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 determineexpenses, and that such general release become effective and irrevocable within sixty (60) days following the Date Executive’s termination of Terminationemployment. 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 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. (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.

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. (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) and, commencing upon the Date of Termination, receive (a) the Accrued Benefits and Benefits, (b) payments equal to six (6) months of Executive’s then current monthly salary as set forth in Section 5(a), and (c) a pro rata portion of Executive’s bonus, if any, for the year in which Executive’s termination shall occur, calculated as follows: (A) if Executive’s employment is terminated during the first six months of the Company’s fiscal year, then the amount of the bonus subject to pro ration shall be equal to the Executive’s average annual bonus for the immediately preceding three years, or the period of Executive’s employment, if less, and (B) if Executive’s employment is terminated during the second six months of the Company’s fiscal year, then the amount of the bonus subject to pro ration shall be determined by the Compensation Committee of UTi Worldwide based on the actual performance achieved over the relevant fiscal year (or other period to which such bonus relates) as compared to the budgeted or other applicable performance metric over the same period, subject in each case to the condition set forth in Section 6(d)(iii6(d)(iv) below. Subject to Section 23 belowXxxxxxx 00 xxxxx, such (x) the payments referred to in sub-clause (b) of the immediately preceding sentence shall be payable in six equal monthly payments commencing within sixty (60) days after the Date of Termination and (b) the bonus payments referred to in sub-clause (c) of the immediately preceding sentence, if any, shall be payable (i) in the case where Executive’s employment is terminated during the first six months of the Company’s fiscal year, within sixty (60) days after the Date of Termination. Executive shall not be entitled to a bonus for , and (ii) in the case where Executive’s employment is terminated during the second six months of the Company’s fiscal year, within ninety (90) days following the last day of the Company’s fiscal year during which the Notice Executive’s termination of Termination is given; provided, howeveremployment shall occur. In addition, 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 severance and additional payments provided for in sub-clause clauses (b) and (c) of the first sentence 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 (other than the obligations of the Company set forth in Section 6(d)(ii), 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 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 Other Than for Cause, Death or Disability. If, during the Employment Period, the Corporation shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate his employment for Good Reason (termination in any such case referred to as "Termination"), subject to and conditioned upon the execution by the Executive of, and his not subsequently revoking, a release substantially in the form attached hereto as Exhibit A: (i) The Company the Corporation shall pay the Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) to the extent that Annual Bonus has not been paid to the Executive in respect of the fiscal year in which the Date of Termination occurs, the product of (x) the Executive's target annual bonus in effect under the ACP as of the Date of Termination and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) shall be entitled hereinafter referred to terminate Executive’s employment as the "Accrued Obligations"); and (ii) the Corporation shall pay to the Executive an amount equal to the aggregate Severance Compensation that would be payable for the period from the Date of Termination through the end of the Termination Period (as defined below) payable, in the discretion of the Compensation Committee of the Board, either in a lump sum within 30 days after the Date of Termination or in installments commencing at any time the end of the month next following the Date of Termination and at the end of each month thereafter for any or no reason the period from the Date of Termination until the earlier to occur of (x) the second anniversary of the Date of Termination and without Cause and other than on account (y) the end of Executive’s the month in which the death or disability pursuant of the Executive shall have occurred (such period to this Section 6(dbe called the "Termination Period"); provided, however, that such amount shall be reduced (but not below zero) by any other amounts payable to the Company must deliver Executive in respect of salary or bonus continuation to be received by the Executive a Notice under any severance plan, policy or arrangement of the Corporation; and (iii) During the Termination Period, or such longer period as any plan, program, practice or policy may provide, the Corporation shall continue benefits to the Executive and/or the Executive's dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(d) above if the Executive's employment had not less been terminated in accordance with the most favorable plans, practices, programs or policies of the Corporation and its Subsidiaries and Affiliates as in effect and applicable generally to other senior executives (other than six (6the Chief Executive Officer) months prior to of the Corporation and its Subsidiaries and Affiliates and their families during the 90-day period immediately preceding the Date of Termination set forth therein. or, if more favorable to the Executive, as in effect at any time thereafter or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives (iiother than the Chief Executive Officer) 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 Corporation and to participate in applicable medicalits Subsidiaries and Affiliates and their dependents, 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, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be entitled considered to receive have remained employed until the end of the Termination Period and to have retired on the date of the end of the Termination Period. To the extent that any bonus earned benefits referred to in this Section 5(a)(iii) shall not be payable or provided under any such plan by reason of the Executive's no longer being an employee of the Corporation as the result of Termination, the Corporation shall itself pay, or provide for payment of, such benefits and the previous fiscal year service credit for benefits provided for in Section 5(a)(iv) below, to the extent earned in accordance with its termsExecutive, but which remains unpaid as of his dependents and Beneficiary; and (iv) The period from the Date of Termination.Termination until the end of the Termination Period shall be considered: (iii1) Executive agrees that it is a condition precedent to Service with the Company’s obligations to pay Corporation for the payments provided for in sub-clause (b) purpose of Section 6(d)(ii) above that Executive execute a general release and waiver prepared by continued credits under 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, referred to in Section 3(d) above and all other benefit plans of their related parties from the Corporation applicable to the Executive, his dependents or his Beneficiary as in effect immediately prior to Termination but prior to any and all known and unknown claims, charges, complaints, liabilities, controversies, rights, demands, costs, and expenses and containing such other terms and conditions reduction of benefits thereunder as the Company may reasonably determine, and that such general release become effective and irrevocable within sixty (60) days following result of amendment or termination during 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.Employment Period; and

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 meeting the requirements of applicable law 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. (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 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.

Termination Other Than for Cause, Death or Disability. The Company ----------------------------------------------------- may, at any time, terminate the Executive's employment. If, during the Period of Employment, the Company terminates the Executive's employment other than for Cause, death or Disability the Company shall provide the following to the Executive upon Executive's signing of a general release of claims in form and manner acceptable to the Company: (a) As soon as practicable and in no event more than thirty days after the Termination Date (as hereinafter defined) a lump sum cash payment equal to the aggregate of the following: (i) The Company shall be entitled the portion of the Executive's then current Base Salary accrued to terminate Executive’s employment at any time for any or no reason and without Cause and other than on account the Termination Date but unpaid as of Executive’s death or disability pursuant to this Section 6(dthe Termination Date (the "Unpaid Salary"); 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.plus (ii) an amount equal to three (3) months Base Salary. (b) If prior to the first anniversary of the date hereof Executive’s 's employment is terminated pursuant to this Section 6(d), neither by the Company nor any other member than for Cause, death or Disability, the first Option Installment shall be deemed vested as of the UTi Group shall have any further obligation Termination Date. If after the first anniversary but prior to the fourth anniversary of the date hereof Executive's employment is terminated by the Company other than for Cause, death or liability Disability, the next Option Installment which would vest (i.e., with respect to Executive except that Executive 10,000 shares) following Executive's Termination of Employment shall be entitled deemed vested with respect 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 number of such plans or programs through the Date of Termination, and (b) commencing upon the Date of Termination, receive the Accrued Benefits and payments whole shares equal to six (6) the total number of shares covered by the Option Installment multiplied by a fraction the numerator of which is the number of whole months of Executive’s then current monthly salary as set forth in Section 5(a), subject that have occurred from the last anniversary date to the condition set forth in Section 6(d)(iii) belowTermination Date and the denominator of which is 12. Subject All options granted to Section 23 belowExecutive, 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 termsvested on the Termination Date, but which remains unpaid as of remain outstanding for three (3) months from the Date of TerminationTermination Date. (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.