EXHIBIT 10.8
UTi WORLDWIDE INC.
2004 LONG-TERM INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
AWARD NO. __________
You (the "Participant") are hereby awarded the following stock
option (the "Option") to purchase Shares of UTi Worldwide Inc. ("the "Company"),
subject to the terms and conditions set forth in this Stock Option Award
Agreement (the "Award Agreement") and in the UTi Worldwide Inc. 2004 Long-Term
Incentive Plan (the "Plan"), which is attached hereto as Exhibit A. A summary of
the Plan appears in its Prospectus, which is attached as Exhibit B. You should
carefully review these documents, and consult with your personal financial
advisor, before exercising this Option.
By executing this Award Agreement, you agree to be bound by
all of the Plan's terms and conditions as if they had been set out verbatim in
this Award Agreement. In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the Plan and this
Award will be made by the Board of Directors of UTi Worldwide Inc. (the "Board")
or any Committee appointed by the Board to administer the Plan, and shall be
final, conclusive and binding on all parties, including you and your successors
in interest. Capitalized terms are defined in the Plan or in this Award
Agreement.
1. VARIABLE TERMS. This Option shall have, and be interpreted according to, the
following terms, subject to the provisions of the Plan in all instances:
Name of Participant: _______________________________
Type of Stock Option: [ ] Incentive Stock Option (ISO)(1)
[ ] Non-Incentive Stock Option(2)
Number of Shares subject to Option: _______________________________
Option Exercise Price per Share: _______________________________
Grant Date: _______________________________
Expiration Date: [ ] ____ years after Grant Date
[ ] 10 years after Grant Date
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(1) If an ISO is awarded to a person owning more than 10% of the voting power of
all classes of stock of the Company or of any Subsidiary, then the term of the
Option cannot exceed 5 years and the exercise price must be at least 110% of the
Fair Market Value (100% for any other employee who is receiving ISO awards).
(2) The exercise price of a non-ISO must be at least 85% of the Fair Market
Value.
Stock Option Award Agreement
UTi Worldwide Inc.
2004 Long-Term Incentive Plan
Page 2
Vesting Schedule: (Establishes the Participant's rights to exercise this
Option with respect to the Number of Shares stated
above.)
[ ] ___% on Grant Date.
[ ] ___% on each of the first __(#) annual
(_quarterly/__monthly) anniversary dates of the
Participant's Continuous Service after the Grant Date.
[ ] The Participant may exercise this Option before vesting
occurs, in accordance with Section ___ of the Plan.
2. TERM OF OPTION. The term of the Option will expire at 5:00 p.m. (E.D.T. or
E.S.T., as applicable) on the Expiration Date.
3. MANNER OF EXERCISE. The Option shall be exercised in the manner set forth in
the Plan. The amount of Shares for which the Option may be exercised is
cumulative; that is, if you fail to exercise the Option for all of the Shares
vested under the Option during any period set forth above, then any Shares
subject to the Option that are not exercised during such period may be exercised
during any subsequent period, until the expiration or termination of the Option
pursuant to Sections 2 and 5 of this Award Agreement and the terms of the Plan.
Fractional Shares may not be purchased.
4. SPECIAL ISO PROVISIONS. If designated as an ISO, this Option shall be treated
as an ISO to the extent allowable under Section 422 of the Code, and shall
otherwise be treated as a Non-ISO. If you sell or otherwise dispose of Shares
acquired upon the exercise of an ISO within 1 year from the date such Shares
were acquired or 2 years from the Grant Date, you agree to deliver a written
report to the Company within 10 days following the sale or other disposition of
such Shares detailing the net proceeds of such sale or disposition.
5. TERMINATION OF CONTINUOUS SERVICE. If your Continuous Service with the
Company is terminated for any reason, this Option shall terminate on the date on
which you cease to have any right to exercise the Option pursuant to the terms
and conditions set forth in Section 6 of the Plan.
6. OCCURRENCE OF A CHANGE IN CORPORATE CONTROL. Notwithstanding Section 13(c) of
the Plan, if this Option is assumed or substituted by a Successor Corporation in
a Change in Control, and your Continuous Service is Involuntarily Terminated by
the Successor Corporation in connection with, or within 12 months following
consummation of, the Change in Control, then your right to exercise this Option
shall not become fully vested and exercisable unless the Committee provides you
with written notice that the Committee has decided, in its sole and absolute
discretion, to accelerate such vesting.
7. DESIGNATION OF BENEFICIARY. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award
Agreement, you may expressly designate a beneficiary (the "Beneficiary") to his
or her interest in the Option awarded hereby. You shall designate the
Beneficiary by completing and executing a designation of beneficiary agreement
substantially in the form attached hereto as Exhibit B (the "Designation of
Beneficiary") and delivering an executed copy of the Designation of Beneficiary
to the Company.
Stock Option Award Agreement
UTi Worldwide Inc.
2004 Long-Term Incentive Plan
Page 3
8. NOTICES. Any notice or communication required or permitted by any provision
of this Award to be given to you shall be in writing and shall be delivered
personally or sent by certified mail, return receipt requested, addressed to you
at the last address that the Company had for you on its records. Each party may,
from time to time, by notice to the other party hereto, specify a new address
for delivery of notices relating to this Award. Any such notice shall be deemed
to be given as of the date such notice is personally delivered or properly
mailed.
9. BINDING EFFECT. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees, and assigns.
10. MODIFICATIONS. This Award Agreement may be modified or amended at any time,
provided that you must consent in writing to any modification that adversely
alters or impairs any rights or obligations under this Option.
11. HEADINGS. Section and other headings contained in this Award Agreement are
for reference purposes only and are not intended to describe, interpret, define
or limit the scope or intent of this Award Agreement or any provision hereof.
12. SEVERABILITY. Every provision of this Award Agreement and of the Plan is
intended to be severable. If any term hereof is illegal or invalid for any
reason, such illegality or invalidity shall not affect the validity or legality
of the remaining terms of this Award Agreement.
13. GOVERNING LAW. The laws of the British Virgin Islands shall govern the
validity of this Award Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties hereto.
14. COUNTERPARTS. This Award Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
15. PLAN GOVERNS. By signing this Award Agreement, you acknowledge that you have
received a copy of the Plan and that your Award is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award
Agreement and your Award is subject to all interpretations, amendments, rules
and regulations which from time to time may be promulgated and adopted pursuant
to the Plan. In the event of a conflict between the provisions of this Award
Agreement and those of the Plan, the provisions of the Plan shall control.
Stock Option Award Agreement
UTi Worldwide Inc.
2004 Long-Term Incentive Plan
Page 4
BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.
UTi WORLDWIDE INC.
By: ____________________________________
Name:
Title:
PARTICIPANT
The undersigned Participant hereby accepts the terms
of this Award Agreement and the Plan.
By: ____________________________________
Name of Participant: ________________________
UTi WORLDWIDE INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT A
PLAN DOCUMENT
UTi WORLDWIDE INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT B
PROSPECTUS
UTi WORLDWIDE INC.
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT C
DESIGNATION OF BENEFICIARY
In connection with the STOCK OPTION AWARD AGREEMENT (the
"Award Agreement") entered into on _______________, 200_ between UTi Worldwide
Inc. (the "Company") and _______________, an individual residing at
_______________ (the "Participant"), you hereby designate the person specified
below as the beneficiary of the Participant's interest in a stock option to
purchase Shares (as defined in the 2004 Long-Term Incentive Plan) of the Company
awarded pursuant to the Award Agreement. This designation shall remain in effect
until revoked in writing by the Participant.
Name of Beneficiary: ________________________________
Address: ________________________________
________________________________
________________________________
Social Security No.: ________________________________
You understand that this designation operates to entitle the
above-named beneficiary to the rights conferred by the Award Agreement from the
date this form is delivered to the Company until such date as this designation
is revoked in writing by you, including by delivery to the Company of a written
designation of beneficiary executed by you on a later date.
Date: __________________________
By: ___________________________
[Participant Name]
Sworn to before me this
____ day of ____________, 200_
_______________________________
Notary Public
County of __________________
State of __________________
