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EXHIBIT 10.3
UTI WORLDWIDE INC.
2000 EMPLOYEE SHARE PURCHASE PLAN
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UTI WORLDWIDE INC.
2000 EMPLOYEE SHARE PURCHASE PLAN
The following constitute the provisions of the 2000 Employee Share
Purchase Plan of UTI Worldwide Inc., as approved by its Board of Directors on
September 14, 2000 (the "Effective Date"), but subject to shareholder approval
in accordance with Section 27 hereof.
1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Ordinary
Shares of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended, - with
regard to those employees subject to the Code - although the Company is making
no commitment nor representation to maintain such qualification. The provisions
of the Plan, shall be construed accordingly so as to extend and limit
participation in a manner consistent with the requirements of that Section of
the Code, unless the Company specifically determines to the contrary.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the Company.
(b) "CODE" shall mean the Internal Revenue Code of 1986, of the
United States of America, as amended.
(c) "COMMITTEE" shall mean the committee appointed by the Board in
accordance with Section 13(a) of the Plan.
(d) "ORDINARY SHARES" shall mean the Ordinary Shares of the Company,
or any stock into which such Ordinary Shares may be converted.
(e) "COMPANY" shall mean UTI Worldwide Inc.
(f) "COMPENSATION" shall mean an Employee's base pay exclusive of
variable compensation, subject to the Company's discretion to permit inclusion
of any form or forms of variable compensation on a uniform, nondiscriminatory,
and prospective basis.
(g) "DESIGNATED SUBSIDIARIES" shall mean any Subsidiary which has
been designated by the Board or the Committee from time to time in its sole
discretion as eligible to have its Employees participate in the Plan.
(h) "EFFECTIVE DATE" means the Plan's effective date as specified in
the opening sentence of this document.
(i) "EMPLOYEE" shall mean any individual (1) whom the Company
classifies as a regular or part-time employee of the Company or a Designated
Subsidiary for purposes of it payroll records (regardless of whether that
classification is accurate as a matter of common law or for any other matter),
and (2) whose customary employment with the Company
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or any Designated Subsidiary is at least twenty hours per week and more than
five months in any calendar year. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on
sick leave or other leave of absence approved by the Company. Where the period
of leave exceeds 90 days and the individual's right to reemployment is not
guaranteed either by statute or by contract, the employment relationship will be
deemed to have terminated on the 91st day of such leave.
(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(k) "ENROLLMENT DATE" means the first day of each Offering Period.
(l) "EXERCISE DATE" means the last day of each Offering Period.
(m) "FAIR MARKET VALUE" shall mean the value of one share of
Ordinary Shares, determined as follows:
(1) If the Ordinary Shares are traded on a nationally recognized
exchange or the Nasdaq, the closing reported price as reported
for composite transactions on the date of valuation or, if no
sales occurred on that date, then at the end of the next trading
day;
(2) If the Ordinary Shares are traded over-the-counter or with no
closing price, the average of the highest bid and lowest asked
prices quoted in the Nasdaq system as of the close of business on
the date of valuation, or, if on such day such security is not
quoted in the Nasdaq system, the average of the representative
bid and asked prices on such date in the domestic
over-the-counter market as reported by the National Quotation
Bureau, Inc., or any similar successor organization; and
(3) If neither (1) nor (2) applies, the fair market value as
determined by the Board in good faith. Such determination shall
be conclusive and binding on all persons.
(n) "OFFERING PERIOD" shall mean a period extending from the first
Trading Day to the last Trading Day of each fiscal or calendar quarter as
initially determined by the Company in its discretion, subject to the Company's
discretion to change the duration of Offering Periods on a prospective basis.
(o) "PLAN" shall mean this UTI Worldwide, Inc. 2000 Employee Share
Purchase Plan.
(p) "PURCHASE PRICE" shall mean an amount equal to 85% of the Fair
Market Value of a share of Ordinary Shares on the Enrollment Date or on the
Exercise Date, whichever is lower; subject to the Committee's discretion to
change this percentage on a prospective basis for future Offering Periods.
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(q) "RESERVES" shall mean the number of shares of Ordinary Shares
covered by each option under the Plan which has not yet been exercised and the
number of shares of Ordinary Shares which have been authorized for issuance
under the Plan but not yet placed under option.
(r) "RULE 16b-3" shall have the meaning set forth in Section 13(c)
of the Plan.
(s) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
(t) "TRADING DAY" shall mean a day on which national stock exchanges
and the Nasdaq are open for trading.
3. ELIGIBILITY.
(a) General Rule. Any Employee who shall be employed by the Company
or a Designated Subsidiary for at least one year on a given Enrollment Date
shall be eligible to participate in the Plan; subject to the Committee's
discretion to condition participation in the Plan on such additional
requirements as the Committee may determine.
(b) Restrictions. No Employee shall be granted an option under the
Plan (i) to the extent that, immediately after the grant, the Employee (or any
other person whose stock would be attributed to the Employee pursuant to Section
424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary, or (ii) to the extent such option permits
the Employee's rights to purchase stock under all employee stock purchase plans
of the Company and its subsidiaries to accrue at a rate which exceeds $25,000
worth of Ordinary Shares (determined at the Fair Market Value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time. The foregoing sentence shall be interpreted so as to
comply with Code section 423(b)(8).
4. OFFERING PERIODS.
The Plan shall be implemented by consecutive Offering Periods with a
new Offering Period commencing on the first Trading Day on or after the first
day of the calendar or fiscal quarter selected by the Company, or on such other
date as the Company shall determine, and continuing quarterly thereafter until
terminated in accordance with Section 19 hereof. The Company shall have the
power to change the duration of Offering Periods (including the commencement
dates thereof) with respect to future Offering Periods without shareholder
approval and without regard to the Company's past practices or the expectations
of participants.
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5. PARTICIPATION.
(a) Enrollment. An eligible Employee may become a participant in the
Plan (i) by completing a subscription agreement authorizing payroll deductions
in the form of Exhibit A to this Plan and (ii) by filing it with the Company's
payroll office, (or by following an electronic or other enrollment process
prescribed by the Company) prior to the applicable Enrollment Date.
(b) Duration. For each Offering Period, payroll deductions for a
participant shall commence on the Enrollment Date and shall end on the Exercise
Date, unless sooner terminated by the participant as provided in Section 10
hereof; subject to the Company's discretion to make uniform and
nondiscriminatory adjustments to payroll periods that overlap Offering Periods.
(c) Uniform Employee Rights. All Employees who participate in the
Plan shall have the same rights and privileges under the Plan except for
differences which may be mandated by local law and which are consistent with
Code section 423(b)(5); provided, however, that Employees participating in a
sub-plan adopted pursuant to Section 23 which is not designed to qualify under
Code Section 423 need not have the same rights and privileges as other Employees
participating in the Plan. The Company may impose restrictions on eligibility
and participation of Employees who are officers and directors to facilitate
compliance with federal or state securities laws or foreign laws.
6. GRANT OF OPTION.
On the Enrollment Date of each Offering Period, each eligible
Employee shall be granted an option to purchase on the Exercise Date of the
Offering Period (at the applicable Purchase Price) up to a number of shares of
Ordinary Shares determined by dividing the Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the Employee's account
as of the Exercise Date by the applicable Purchase Price; provided that in no
event shall an Employee be permitted to purchase during each Offering Period
more than a number of Ordinary Shares determined by applying the limitations set
forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as
provided in Section 8 hereof, unless the Employee has withdrawn pursuant to
Section 10 hereof. In all cases, the option shall expire at the end of the day
on the Exercise Date.
7. PAYROLL DEDUCTIONS.
(a) General Rule. At the time an Employee files his or her
subscription agreement, he or she shall elect to have payroll deductions made on
each payday during the Offering Period in an amount not exceeding ten percent
(10%) of the Compensation which he or she receives on each payday during the
Offering Period, and the aggregate of such payroll deductions during the
Offering Period shall not exceed ten percent (10%) of the participant's
Compensation during said Offering Period.
(b) Implementation. All payroll deductions made for a participant
shall be credited to his or her account under the Plan and will be withheld in
whole percentages of Compensation only. A participant may not make any
additional payments into such account,
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unless the Committee provides for a separate election (of a different
percentage) for a specified item or items of Compensation. A separate
bookkeeping account for each participant shall be maintained by the Company
under the Plan and the amount of each participant's payroll deductions shall be
credited to such account. A participant may not make any additional payments
into such account. Unless otherwise specified by the Committee, payroll
deductions made with respect to employees paid in currencies other than U.S.
dollars shall be accumulated in local (non-U.S.) currency and converted to U.S.
dollars as of the Exercise Date. All payroll deductions may be held by the
Company and commingled with its other corporate funds.
(c) Changes. A participant may discontinue his or her participation
in the Plan as provided in Section 10 hereof, or may increase or decrease the
rate of his or her payroll deductions during the Offering Period by completing
or filing with the Company a new subscription agreement or by following
electronic or other procedures prescribed by the committee. The Committee may in
its discretion limit the number of participation rate changes during any
Offering Period. The change in rate shall be effective with the first full
payroll period following five business days after the Company's receipt of the
new subscription agreement unless the Company elects to process a given change
in participation more quickly. A participant's subscription agreement shall
remain in effect for successive Offering Periods at the originally elected rate
(or any lower maximum rate then in effect), unless terminated as provided in
Section 10 hereof.
(d) Restrictions. To the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) hereof, the Company may decrease a
participant's payroll deductions to 0% at such time during any Offering Period
which is scheduled to end during the current calendar year (the "Current
Offering Period") that the aggregate of all payroll deductions which were
previously used to purchase stock under the Plan in a prior Offering Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Offering Period equal $25,000. Payroll deductions
shall recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Offering Period which is scheduled to
end in the following calendar year, unless earlier terminated by the participant
as provided in Section 10 hereof.
8. EXERCISE OF OPTION.
(a) Automatic Exercise. Unless a participant withdraws from the Plan
as provided in Section 10 hereof, his or her option for the purchase of shares
will be exercised automatically on the Exercise Date, and the maximum number of
full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account, subject to Sections 3(b) and 12 hereof. No fractional shares will be
purchased, and any payroll deductions accumulated in a participant's account
which are not sufficient to purchase a full share shall be retained in the
participant's account for the subsequent Offering Period, subject to earlier
withdrawal by the participant as provided in Section 10 hereof. Any other monies
left over in a participant's account after the Exercise Date shall be returned
to the participant. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her.
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(b) Withholding. At the time the option is exercised, in whole or in
part, or at the time some or all of the Company's Ordinary Shares issued under
the Plan are disposed of, the participant must make adequate provision for the
Company's United States' Federal or foreign income tax or other tax withholding
obligations, if any, which arise upon the exercise of the option or the
disposition of the Ordinary Shares. At any time, the Company may, but will not
be obligated to, withhold from the participant's compensation the amount
necessary for the Company to meet applicable withholding obligations, including
any withholding required to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Ordinary Shares by the
participant.
9. DELIVERY.
As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall deliver (by electronic or other
means) to the participant a record of the Ordinary Shares purchased, except as
specified below. The Company may permit or require that Ordinary Shares be
deposited directly with a broker designated by the Company or to a designated
agent of the Company, and the Committee may utilize electronic or automated
methods of share transfer. The Company may require that Ordinary Shares be
retained with such broker or agent for a designated period of time (and may
restrict dispositions during that period) and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares or to restrict
transfer of such shares. The Company may require that shares purchased under the
Plan shall automatically participate in a dividend reinvestment plan or program
maintained by the Company. No participant shall have any voting, dividend, or
other shareholder rights with respect to shares subject to any option granted
under the Plan until the date of entry of their name in the Company's registry
of members in accordance with the Company's Memorandum and Articles of
Association.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) General Rule. At any time prior to the Exercise Date for an
Offering Period, a participant may withdraw all but not less than all of the
payroll deductions credited to his or her account by giving written notice to
the Company in the form of Exhibit B to this Plan (or by following any
electronic or other procedures that the Committee prescribes). All of the
participant's payroll deductions credited to his or her account during such
Offering Period will be paid to such participant promptly after receipt of
notice of withdrawal, and such participant's option for the Offering Period will
be automatically terminated, and no further payroll deductions for the purchase
of shares will be made during such Offering Period. If a participant withdraws
during any Offering Period, payroll deductions will not resume at the beginning
of the succeeding Offering Period unless the participant delivers to the Company
a new subscription agreement.
(b) Loss of "Employee" Status. Upon a participant's ceasing to be an
Employee for any reason, including by virtue of having failed to remain an
Employee for at least twenty hours per week during an Offering Period in which
the Employee is a participant, the participant will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such participant's
account during the then current Offering Period but not yet used to exercise the
option will be returned to such participant or, in the case of his or her death,
to the
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person or persons entitled thereto under Section 14 hereof, and such
participant's option will be automatically terminated.
(c) Future Participation. A participant's withdrawal from Plan
participation during an Offering Period will not have any effect upon his or her
eligibility to participate (i) in any similar plan which may hereafter be
adopted by the Company, or (ii) in succeeding Offering Periods which commence
after the termination of the Offering Period from which the participant
withdraws.
11. INTEREST.
No interest shall accrue on the payroll deductions of a participant
in the Plan, except where required by local law as determined by the Company.
12. STOCK.
(a) Maximum Number. The maximum number of shares of the Company's
Ordinary Shares which may be made available for sale under the Plan shall be
3,052,000(1) Ordinary Shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 18 hereof. If on a given
Exercise Date the number of Ordinary Shares with respect to which options are to
be exercised exceeds the number of Ordinary Shares then available under the
Plan, the Company shall make a pro rata allocation of the Ordinary Shares
remaining available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.
(b) Issuance and Registration. Ordinary Shares to be delivered to a
participant under the Plan will be registered in the name of the participant or
in the name of the participant and his or her spouse.
13. ADMINISTRATION.
(a) Administrative Body. The Plan shall be administered by the Board
or a committee of at least two members of the Board appointed by the Board (the
"Committee"). The Board or the Committee (acting by at least a majority of its
member) shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility, to exercise
any discretion reserved to the Company pursuant to the Plan, and to adjudicate
all disputed claims arising under or related directly or indirectly to the Plan.
Every finding, decision and determination made by the Board or the Committee
shall, to the full extent permitted by law, be final and binding upon all
parties.
(b) Delegation; Indemnification. The Board or the Committee may
delegate to one or more individuals the day-to-day administration of the Plan.
(c) Rule 16b-3 Limitations. In the event that Rule 16b-3 promulgated
under the Exchange Act, or any successor provision ("Rule 16b-3"), provides
specific requirements for
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(1) After giving effect to the 1 for 7.63 combination of shares which is to take
effect shortly after this Plan is adopted, this number shall be automatically
reduced to 400,000.
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the administrators of plans of this type, the Plan shall be administered only by
such a body and in such a manner as shall comply with the applicable
requirements thereof, unless the Board specifically determines to the contrary.
14. DESIGNATION OF BENEFICIARY.
(a) General Rule. A participant may file a written designation of a
beneficiary (or beneficiaries) who is to receive any Ordinary Shares and cash,
if any, from the participant's account under the Plan in the event of such
participant's death subsequent to an Exercise Date on which the option is
exercised but prior to delivery to such participant of such Ordinary Shares and
cash. In addition, a participant may file a written designation of a beneficiary
who is to receive any cash from the participant's account under the Plan in the
event of such participant's death prior to exercise of the option. If a
participant is married and the designated beneficiary is not the spouse, spousal
consent shall be required for such designation to be effective.
(b) Changes. A participant may change his or her designation of
beneficiary at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of the participant's death, the Company shall
deliver such Ordinary Shares and/or cash to the executor or administrator of the
estate of the participant. If no such executor or administrator has been
appointed (to the knowledge of the Company), the Company may in its discretion
deliver such Ordinary Shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.
15. TRANSFERABILITY.
Neither payroll deductions credited to a participant's account nor
any rights with regard to the exercise of an option or to receive Ordinary
Shares under the Plan may be assigned, transferred, pledged, or otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in Section 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 10 hereof.
16. USE OF FUNDS.
All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall
not be obligated to segregate such payroll deductions.
17. REPORTS.
Individual accounts will be maintained for each participant in the
Plan. Statements of account will be given to participating Employees at least
annually, which statements will set forth the amounts of payroll deductions, the
Purchase Price, the number of Ordinary Shares purchased and the remaining cash
balance, if any.
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18. ADJUSTMENTS UPON SPECIAL CORPORATE EVENTS.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the Reserves as well as the price per share of
Ordinary Ordinary Shares covered by each option under the Plan which has not yet
been exercised shall be proportionately adjusted for any increase or decrease in
the number of issued Ordinary Shares of Ordinary Ordinary Shares resulting from
a stock split, reverse stock split, stock dividend, combination, or
reclassification of the Ordinary Ordinary Shares, or any other increase or
decrease in the number of outstanding Ordinary Shares of Ordinary Ordinary
Shares effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration". Except as
expressly provided herein, no issuance by the Company of Ordinary Shares of
stock of any class, or securities convertible into Ordinary Shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Ordinary Shares of Ordinary Ordinary Shares
subject to an option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period will terminate
immediately prior to the consummation of such proposed action, (unless otherwise
provided by the Board or the Committee) in which event all outstanding options
shall automatically terminate and the amounts of all payroll deductions will be
refunded without interest to the participants.
(c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation in which the Company is not the surviving
entity, each option under the Plan shall be assumed or an equivalent option
shall be substituted by the successor corporation or a parent or subsidiary of
the successor corporation, in each case with the assumed or new option
containing such terms and provisions as shall be required substantially to
preserve the rights and benefits of all options held by participating Employees
during the then current Offering Period. The Company may in its discretion and
in lieu of such assumption or substitution, determine either to shorten the
Offering Period then in progress by setting a new Exercise Date (the "New
Exercise Date") or to cancel each outstanding right to purchase and refund all
sums collected from participants during the Offering Period then in progress. If
the Company shortens the Offering Period then in progress, Company shall notify
each participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for his or her option has been changed to
the New Exercise Date and that his or her option will be exercised automatically
on the New Exercise Date, unless prior to such date he or she has withdrawn from
the Offering Period as provided in Section 10 hereof. For purposes of this
Section, an option granted or assumed by a successor corporation shall be deemed
to substantially preserve the rights and benefits of options held by
participants if, following the sale of assets or merger, the option confers the
right to purchase, for each share of option stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale of assets or
merger by holders of Ordinary Shares for each share of Ordinary Shares held on
the effective date of the transaction (and if such holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding Ordinary Shares of Ordinary Shares); provided, however, that
if such consideration received in the sale of assets or merger was not solely
Ordinary Shares of the successor
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corporation or its parent (as defined in Section 424(e) of the Code), the
Company may, with the consent of the successor corporation and the participant,
provide for the consideration to be received upon exercise of the option to be
solely Ordinary Shares of the successor corporation or its parent equal in fair
market value to the per share consideration received by holders of Ordinary
Shares and the sale of assets or merger.
(d) Other Events. The Company may in its sole discretion also make
provision for adjusting the Reserves, as well as the number and price per share
of Ordinary Shares covered by each outstanding option, in the event the Company
effects one or more reorganizations, recapitalizations, rights offerings,
spin-offs, split-ups, or other increases or reductions of Ordinary Shares of its
outstanding Ordinary Shares, and in the event of the Company being consolidated
with or merged into any other corporation in a transaction not otherwise covered
in this Section.
(e) Conclusiveness of Determinations. Any adjustments hereunder
shall be made by the Board or the Committee, whose determination in that respect
shall be final, binding and conclusive.
19. AMENDMENT OR TERMINATION.
(a) General Rule. The Board may at any time and for any reason
terminate or amend the Plan. Except as provided in Section 18 hereof, no such
termination may affect options previously granted, provided that an Offering
Period may be terminated by the Board of Directors on any Exercise Date if the
Board determines that the termination of the Plan is in the best interests of
the Company and its shareholders. Except as provided in Section 18 hereof, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant, unless the participant consents in
writing, to the change. To the extent necessary to comply with Rule 16b-3 or
Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain shareholder approval of
any action hereunder in such a manner and to such a degree as required, unless
the Board specifically determines that continued compliance is not desired.
(b) Unilateral Company Rights. Without shareholder consent and
without regard to whether any participant's rights may be considered to have
been "adversely affected," the Company shall be entitled to change the Offering
Periods (subject to the provisions of the second sentence of Section 4), limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Ordinary Shares
for each participant properly correspond with amounts withheld from the
participant's Compensation, adjust operation of the Plan to conform with local
law, and establish such other limitations or procedures as the Board (or the
Committee) determines in its sole discretion advisable which are consistent with
the Plan.
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20. NOTICES.
All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.
21. CONDITIONS UPON ISSUANCE OF ORDINARY SHARES.
(a) Securities Laws. Regardless of whether the offering and sale of
Ordinary Shares under the Plan has been registered under the Securities Act or
has been registered or qualified under the securities laws of any country, the
Corporation may impose restrictions upon the grant of Options and the sale,
pledge or other transfer of Ordinary Shares (including the placement of
appropriate legends on stock certificates) if, in the judgment of the
Corporation and its counsel, such restrictions are necessary or desirable in
order to achieve compliance with the provisions of the Securities Act, the
securities laws of any country or any other law. In the event that the sale of
Ordinary Shares under the Plan is not registered under the Securities Act or the
securities law of any other country, but exemptions are available which require
that the Optionee make various representations and warranties, the Corporation
may require such representations and warranties from the Optionees as are deemed
necessary or appropriate by the Corporation and its counsel as a condition
precedent to granting any Options or issuing any Ordinary Shares. To the extent
that restrictive legends or other notations are required with regard to any
Ordinary Shares, the Corporation shall be entitled to put such legends or
notations as appropriate in its registry of members and, to the extent that the
certificates are issued representing such Ordinary Shares, the Corporation shall
be entitled to place such restrictive legends and notations as are deemed
necessary or appropriate by the Corporation and its counsel in order to comply
with any applicable law. In the event the sale of the Ordinary Shares is not
registered under the Securities Act, to the extent the Corporation and its
counsel deem it advisable, the Ordinary Shares shall bear the following
restrictive legend:
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID
UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH
REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE
TO COMPLY WITH THE ACT."
Any determination by the Corporation and its counsel in connection
with any of the matters set forth in this Section 21 shall be conclusive and
binding on all persons.
22. ADDITIONAL RESTRICTIONS OF RULE 16b-3.
The terms and conditions of options granted hereunder to, and the
purchase of Ordinary Shares by, persons subject to Section 16 of the Exchange
Act shall comply with the
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applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and
such options shall contain, and Ordinary Shares issued upon exercise thereof
shall be subject to, such additional conditions and restrictions as may be
required by Rule 16b-3 from time to time to qualify for the maximum exemption
from Section 16 the Exchange Act with respect to Plan transactions.
23. RULES FOR FOREIGN JURISDICTIONS AND NON-423 PLAN.
(a) Local Rules and Procedures. The Company may adopt rules or procedures
relating to the operation and administration of the Plan to accommodate the
specific requirements of local laws and procedures. Without limiting the
generality of the foregoing, the Company is specifically authorized to adopt
rules and procedures regarding handling of payroll deductions, payment of
interest, conversion of local currency, payroll tax, withholding procedures and
handling of stock certificates which vary with local requirements.
(b) Sub-Plans. The Company may also adopt sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Code section 423. The rules of such sub-plans may take precedence over
other provisions of this Plan, but unless otherwise superseded by the specific
terms of such sub-plan, the provisions of this Plan shall govern the operation
of such sub-plan.
24. GOVERNMENTAL REGULATIONS.
This Plan and the Company's obligation to sell and deliver Ordinary
Shares of its Ordinary Shares under the Plan shall be subject to the approval of
any governmental authority required in connection with the Plan or the
authorization, issuance, sale, or delivery of stock hereunder.
25. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee
the right to be retained in the employ of the Company or any Designated
Subsidiary or to interfere with the right of the Company or Designated
Subsidiary to discharge any Employee at any time.
26. GOVERNING LAW.
This Plan shall be governed by the law of the British Virgin
Islands.
27. SHAREHOLDER APPROVAL AND TERM OF PLAN.
The Plan took effect on the Effective Date, subject to its approval
by the affirmative vote of a majority of the votes cast by the shareholders of
the Company at a meeting duly held within twelve months of the Effective Date.
The Plan shall continue in effect for a term of ten years from the Effective
Date, unless sooner terminated under Section 19 hereof.
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<PAGE> 14
EXHIBIT A
UTI WORLDWIDE INC.
2000 EMPLOYEE SHARE PURCHASE PLAN
SUBSCRIPTION AGREEMENT
____ Original Application Enrollment Date: ___________
____ Change in Payroll Deduction Rate
____ Change of Beneficiary(ies)
1. _______ hereby elects to participate in the UTI Worldwide Inc. 2000 Employee
Share Purchase Plan (the "Employee Share Purchase Plan"), and subscribes to
purchase shares of the Company's Ordinary Shares in accordance with this
Subscription Agreement and the Employee Share Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
_____% of my Compensation on each payday (not to exceed 10%) during the Offering
Period in accordance with the Employee Share Purchase Plan. (Please note that no
fractional percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Ordinary Shares at the applicable Purchase Price
determined in accordance with the Employee Share Purchase Plan. I understand
that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option.
4. I have received a copy of the complete "Employee Share Purchase Plan." I
understand that my participation in the Employee Share Purchase Plan is in all
respects subject to the terms of the Plan. I understand that the grant of the
option by the Company under this Subscription Agreement may be subject to
obtaining shareholder approval of the Employee Share Purchase Plan.
5. Ordinary Shares purchased for me under the Employee Share Purchase Plan
should be issued in the name(s) of (Employee or Employee and Spouse Only):
________________________________________________________________________________
6. I understand that if I dispose of any Ordinary Shares received by me pursuant
to the Plan within 2 years after the Enrollment Date (the first day of the
Offering Period during which I purchased such Ordinary Shares), I will be
treated for U.S. Federal income tax purposes as having received ordinary income
at the time of such disposition in an amount equal to the excess of the fair
market value of the Ordinary Shares at the time such Ordinary Shares were
purchased by me over the price which I paid for the Ordinary Shares. I HEREBY
AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY
DISPOSITION OF ORDINARY
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<PAGE> 15
SHARES AND I WILL MAKE ADEQUATE PROVISION FOR U.S. FEDERAL, STATE OR OTHER TAX
WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF THE
ORDINARY SHARES. The Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Ordinary
Shares by me. If I dispose of such Ordinary Shares at any time after the
expiration of the 2-year holding period, I understand that I will be treated for
federal income tax purposes as having received income only at the time of such
disposition, and that such income will be taxed as ordinary income only to the
extent of an amount equal to the lesser of (1) the excess of the fair market
value of the Ordinary Shares at the time of such disposition over the purchase
price which I paid for the Ordinary Shares, or (2) 15% of the fair market value
of the Ordinary Shares on the first day of the Offering Period. The remainder of
the gain, if any, recognized on such disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Employee Share Purchase Plan.
The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Employee Share Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and Ordinary Shares due me under the
Employee Share Purchase Plan:
NAME: --------------------------------------------
(First) (Middle) (Last)
--------------------- --------------------------------------------
Relationship
--------------------------------------------
(Address)
NAME: --------------------------------------------
(First) (Middle) (Last)
--------------------- --------------------------------------------
Relationship
--------------------------------------------
(Address)
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<PAGE> 16
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME AND CONFIRM THAT
THE FOLLOWING INFORMATION IS TRUE AND CORRECT.
Employee's Social
Security Number: -----------------------------------
Employee's Address: -----------------------------------
-----------------------------------
-----------------------------------
Dated: ---------------- -----------------------------------
Signature of Employee
-----------------------------------
Spouse's Signature
(If beneficiary other than spouse)
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<PAGE> 17
EXHIBIT B
EMPLOYEE SHARE PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the UTI
Worldwide, Inc. 2000 Employee Share Purchase Plan which began on ___________,
20__ (the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the participation in the Employee Share Purchase Plan for the
Offering Period. He or she hereby directs the Company to pay to the undersigned
as promptly as practicable all the payroll deductions credited to his or her
account with respect to such Offering Period. The undersigned understands and
agrees that his or her option for such Offering Period will be automatically
terminated. The undersigned understands further that no further payroll
deductions will be made for the purchase of Ordinary Shares in the current
Offering-Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.
Name and Address of Participant:
-------------------------------
-------------------------------
-------------------------------
Signature:
-------------------------------
Date:
--------------------------
-4-
