Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) and (c) On January 1, 2009, Eric W. Kirchner, age 49, signed an agreement
to become Chief Executive Officer of UTi Worldwide Inc. (the "Company"). It is
expected that Mr. Kirchner will begin his employment with the Company on or
about January 19, 2009. Mr. Kirchner will succeed Roger I. MacFarlane, one of
the Company's original founders. Mr. MacFarlane, 63, will resign as Chief
Executive Officer effective on Mr. Kirchner's start date. Thereafter,
Mr. MacFarlane will serve in a transitional role through April 2009, at which
time he will retire as an employee of the Company, pursuant to previously
announced executive transition plans. Mr. MacFarlane will remain a member of the
Board of Directors and, as described below under Item 8.01, will become the
Company's non-executive Chairman of the Board effective on Mr. Kirchner's start
date.
Prior to joining the Company, Mr. Kirchner served as President of Freight
Forwarding for United Parcel Service, Inc. ("UPS") from October 2007 to
January 2009, where he oversaw a global organization responsible for strategy,
financial performance and revenue for freight forwarding services. He was also
ultimately responsible for network management, capacity planning and procurement
for the freight forwarding business. Prior thereto, Mr. Kirchner served as
President, North America Forwarding for UPS from October 2006 to October 2007
and as President, Global Transportation, UPS Supply Chain Solutions from
December 2004 to October 2006. From October 2003 to December 2004, Mr. Kirchner
served as Chief Operating Officer of Menlo Worldwide Forwarding, Inc., a global
freight forwarder.
Mr. Kirchner will serve as Chief Executive Officer of the Company pursuant to
an employment agreement between Mr. Kirchner and an indirect subsidiary of the
Company. The employment agreement, which may be terminated by either party upon
advance notice as provided for therein, provides that Mr. Kirchner's annual base
salary shall be $700,000 (subject to future increases, but not decreases). The
employment agreement also provides that for fiscal year 2010 Mr. Kirchner shall
have a target cash performance bonus equal to 90% of his base annual salary,
which bonus shall not be less than $315,000 for fiscal year 2010. Thereafter,
Mr. Kirchner shall be eligible for consideration for an annual cash performance
bonus in accordance with the applicable terms of the bonus plan in effect from
time to time with a target amount equal to 90% of his base salary. The
employment agreement also provides that Mr. Kirchner is entitled to receive a
one-time signing bonus of $150,000 and relocation assistance. Under the
agreement, Mr. Kirchner is entitled to participate in the Company's medical,
insurance and other welfare and benefit plans for senior executives. The
employment agreement also contains nondisclosure and nonsolicitation provisions.
Upon a termination of Mr. Kirchner's employment by the Company without
"cause", under his employment agreement Mr. Kirchner is entitled to continue to
receive his monthly salary and benefits for a period of six months, and
thereafter, severance equal to six months base salary and a pro rata portion of
his cash bonus for the year in which he was terminated, if any. Notwithstanding
the foregoing, if Mr. Kirchner's employment is terminated by the Company without
cause prior to January 31, 2010, then Mr. Kirchner shall be entitled to receive
his monthly salary and benefits for six months, and thereafter, Mr. Kirchner
shall be entitled to
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receive severance equal to 18 months base salary plus the sum of (a) $630,000
and (b) $630,000 multiplied by a fraction where the numerator equals the number
of full months during fiscal 2010 in which Mr. Kirchner was employed by the
Company and the denominator is twelve. If Mr. Kirchner's employment is
terminated in connection with a "change of control" of the Company, or if within
twelve months following a change of control of the Company Mr. Kirchner is
entitled to terminate his employment for "good reason", in each case as provided
for in his employment agreement, then Mr. Kirchner shall be entitled to receive
severance equal to twenty-four months of his base salary.
Mr. Kirchner's employment agreement provides that for fiscal 2010 he is to be
awarded equity-based incentive awards with an aggregate target value equal to
300% of Mr. Kirchner's base salary. Thereafter, Mr. Kirchner shall be eligible
for consideration for one or more annual equity-based incentive awards, which
awards are to be made in accordance with the applicable terms of the incentive
plans in effect from time to time and shall be considered at a target value
equal to 300% of Mr. Kirchner's base salary, as determined by the Compensation
Committee and the Board of Directors.
The foregoing description of Mr. Kirchner's employment agreement is qualified
in its entirety to the actual agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
(d) In connection with his becoming the Company's Chief Executive Officer,
Mr. Kirchner will also become a director of the Company effective on his start
date Mr. Kirchner will not be appointed to any committees of the Board of
Directors at such time. The disclosure regarding Mr. Kirchner's employment
agreement set forth in (b) and (c) above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The press release announcing Mr. Kirchner's appointment is attached hereto
as Exhibit 99.1.
Item 8.01. Other Events
Effective upon Mr. Kirchner's start date, which is expected to be on or
about January 19, 2009, Mr. MacFarlane will become the Company's non-executive
Chairman of the Board. Tiger Wessels, who currently holds such position, will
continue to serve as a member of the Company's Board of Directors.
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