EXHIBIT 10.28
UTi WORLDWIDE INC.
AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN
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STOCK OPTION AWARD AGREEMENT
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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. Amended and
Restated 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 Agreement
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.
Amended and Restated 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.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3
8. NOTICES. Any notice or communication required or permitted by any provision
of this Award Agreement 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 Agreement.
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.
16. TAXES. If you are subject to taxation in the United States, by signing this
Award, you acknowledge that you shall be solely responsible for the satisfaction
of any federal, state, or local taxes that may arise with respect to this Award
Agreement (including any taxes arising under Sections 409A or 4999 of the Code),
and that neither the Company nor the Committee shall have any obligation
whatsoever to pay such taxes or to prevent you from occurring them. The Company
shall not have any obligation to pay, mitigate, or protect you from any such tax
liabilities. Nevertheless, if the Company reasonably determines that your
receipt of payments or benefits
Stock Option Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 4
pursuant to Section 9 of the Plan would cause you to incur liability for
additional tax under Section 409A of the Code, then the Company may in its
discretion suspend such payments or benefits until the end of the six-month
period following termination of your service with the Company (the "409A
Suspension Period"). As soon as reasonably practical after the end of the 409A
Suspension Period, the Company shall make a lump sum payment to you, in cash, in
an amount equal to any payments and benefits that the Company does not make
during the 409A Suspension Period. Thereafter, you shall receive any remaining
payments and benefits due pursuant to Section 9 of the Plan in accordance with
the terms of that Section (as if there had not been any suspension beforehand).
[signature page follows]
Stock Option Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 5
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:
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Name:
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Title:
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PARTICIPANT
The undersigned Participant hereby
accepts the terms of this Award
Agreement and the Plan.
By:
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Name of Participant:
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UTi WORLDWIDE INC.
AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT A
PLAN DOCUMENT
UTi WORLDWIDE INC.
AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN
EXHIBIT B
PROSPECTUS
UTi WORLDWIDE INC.
AMENDED AND RESTATED
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 Amended and Restated 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:
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By:
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[Participant Name]
Sworn to before me this
____ day of ____________, 200_
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Notary Public
County of
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State of
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