UTIW » Topics » Current Report on Form 8-K

This excerpt taken from the UTIW 8-K filed Jan 16, 2007.

Current Report on Form 8-K

 

Item 1.01.

Entry into a Material Definitive Agreement.

On January 11, 2007, UTi Worldwide Inc. (the Company) entered into indemnification agreements substantially in the form attached hereto as Exhibit 10.1 (individually, the Indemnification Agreement and, collectively, the Indemnification Agreements) with each of its current directors (Messrs. Belchers, Langley, Level, MacFarlane, Rosenzweig, Stubbings and Wessels) and the executive officers of the Company (in addition to Messrs. MacFarlane and Wessels, Messrs. D’Amico, Hextall, Mapham, Ochi, and Samuels).

 

The Indemnification Agreement provides that, among other things, subject to the procedures set forth in the Indemnification Agreement: (i) the Company will indemnify the director or officer party thereto (the Indemnitee) to the fullest extent of the law in the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in a Proceeding (as defined in the Indemnification Agreement) by reason of an Indemnifiable Event (as defined in the Indemnification Agreement); (ii) if requested by the Indemnitee, and subject to certain exceptions, the Company will advance Expenses (as defined in the Indemnification Agreement) to the Indemnitee; (iii) if there is a Change of Control (as defined in the Indemnification Agreement), the Company will seek the advice of independent legal counsel with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and advances under the Indemnification Agreement, applicable law or any provision of the Company's memorandum and articles of association; (iv) the rights of the Indemnitee under the Indemnification Agreement are in addition to any other rights the Indemnitee may have under the Company's memorandum or articles of association or otherwise; and (v) to the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, the Indemnitee will be covered to the maximum extent of the coverage available for any Company director or officer. In addition, the Indemnification Agreement establishes guidelines as to the defense and settlement of claims by the parties, the relevant burden of proof, the period of limitations and security.

 

The foregoing summary of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement attached as Exhibit 10.1 hereto and incorporated by reference herein.

This excerpt taken from the UTIW 8-K filed Jun 16, 2006.

Current Report on Form 8-K

 

Item 1.01.

Entry into a Material Definitive Agreement

 

On June 12, 2006, the Board of Directors (the Board) of UTi Worldwide Inc. (the Company) adopted a Non-Employee Director Compensation Policy (the Policy). The effect of adopting the Policy on the Company’s existing non-employee director compensation practices was to increase the meeting fees for the Audit, Compensation and Nominations and Corporate Governance Committees by $500 and to revise the meeting fees for telephonic Board meetings so that they are the same as in-person meetings. The Policy also increased by $2,000 the annual retainer for the chairperson of the Nominations and Corporate Governance Committee. The foregoing summary of the Policy and the changes resulting therefrom are qualified in their entirety by reference to the full text of the Policy, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Additionally, on June 12, 2006 the Board adopted amendments revising its Amended and Restated Non-Employee Director Share Incentive Plan (the Plan). The amendments to the Plan changed the numerator used to determine the Initial Award Amount and the Automatic Award, as defined by sections 5(c) and 5(d) of the Plan, respectively, from $65,000 to $75,000. The foregoing summary of the Plan is qualified in its entirety by reference to the full text of the Plan, which is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

 

A copy of the Restricted Shares Award Agreement for use in connection with the Plan is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

 

This excerpt taken from the UTIW 8-K filed Feb 27, 2006.

Current Report on Form 8-K

 

Item 1.01.

Entry into a Material Definitive Agreement

 

On February 21, 2006, UTi, Services, Inc. (UTi Services), an indirect wholly-owned subsidiary of UTi Worldwide Inc. (UTiW), entered into an Employment Agreement (each an Employment Agreement and, together, the Employment Agreements) with each of the following executives of UTiW: (i) Linda Bennett, Senior Vice President and Chief Information Officer; (ii) John Hextall, President, Americas Freight Forwarding and Europe, Middle East and North Africa Region; (iii) Gene Ochi, Senior Vice President, Marketing and Global Growth; (iv) Michael O’Toole, Vice President, Global Forwarding Operations; and (v) Lawrence Samuels, Senior Vice President and Chief Financial Officer. Pursuant to the terms of the Employment Agreements, UTiW guaranteed the performance of all of the obligations of UTi Services under the agreements.

 

The Employment Agreements set forth the titles and positions of each of the executives referred to above. Under the terms of the Employment Agreements, the individual executives are entitled to receive annual base salaries ranging from $195,000 to $350,000. In addition, the executives are eligible to (i) receive an annual cash performance bonus in accordance with applicable terms of bonus plans as in effect from time to time and (ii) participate in equity-based incentive plans in accordance with the terms of such plans. The Employment Agreements are subject to termination by the parties thereto for any reason upon six months prior written notice.

 

Each Employment Agreement provides that if the executive’s employment is terminated other than for cause (as defined in the Employment Agreements), death or disability (as defined in the Employment Agreements), such executive will be entitled to receive the executive’s then current monthly salary and to participate in all applicable medical, dental and disability insurance plans, life insurance plans, retirement plans and other employee welfare and benefit plans or programs through the date of termination; provided, however, the Company must give the executive notice of such termination not less than six months before the termination date. In addition, if the executive’s employment is terminated other than due to cause, death or disability, commencing on the date of termination, each executive is entitled to receive (i) such benefits or payments to which such executive may be entitled under the terms and conditions of any benefit, equity, incentive or compensation plan, program or award applicable to such executive and the termination of such executive’s employment to the extent accrued for the benefit of, or owing to, executive as of the date of such termination of employment (collectively, the Accrued Benefits) and (ii) severance payments equal to six months then current monthly salary, payable in six equal installments commencing 30 days after the date of the termination, or as otherwise mutually agreed by the parties.

 

Furthermore, if within 12 months following a change of control of UTiW, as defined in each Employment Agreement, the executive’s employment is terminated without cause or the executive terminates his or her employment for good reason or if the company terminates the agreement under certain circumstances such executive will be entitled to receive (i) the Accrued Benefits and (ii) severance payments equal to 24 months of the executive’s then current monthly salary, payable in 24 equal installments commencing 30 days after the date of the termination, or as otherwise mutually agreed by the parties.

 

Under the Employment Agreements, each executive agrees not to improperly use or disclose any company proprietary information. In addition, each Employment Agreement provides that each

 



executive will not, during his or her employment and for a period of one year after the date of termination of such executive’s employment, (i) solicit or employ employees of, or otherwise encourage such employees to terminate their employment with, UTiW, UTi Services or any related entities or companies (collectively, the UTi Group), or (ii) use or otherwise disclose proprietary information in any attempt to persuade customers to cease to do business with, reduce the amount of business such customer has customarily done with, or to expand its business with a competitor of, the UTi Group.

 

For additional information regarding the specific terms of each individual Employment Agreement, refer to the Employment Agreements which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to this Current Report on Form 8-K, which are incorporated herein by reference. The foregoing description of the Employment Agreements is qualified in its entirety by reference to the Employment Agreements filed as exhibits hereto.

 

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