UTi WORLDWIDE INC.
AMENDED AND RESTATED
2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN
1. PURPOSE. The purpose of this UTi Worldwide Inc. 2004 Non-Employee Directors
Share Incentive Plan (the "Plan"), as amended and restated herein effective December 2,
2005, is to advance the interests of UTi Worldwide Inc., a British Virgin Islands
corporation (the "Company"), and its shareholders (members) (referred to herein as
"shareholders") by (a) encouraging increased share ownership by the Company's directors
who are not employees of the Company or any of its subsidiaries, (b) enhancing the
Company's ability to attract and retain the services of experienced, able and
knowledgeable persons to serve as directors, and (c) providing additional incentive for
directors to contribute their best efforts to the Company's success. Notwithstanding the
foregoing, the amendments contained in this amendment and restatement that reflect the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code"), are effective January 1, 2005.
2. AWARDS. The Plan permits the granting of the following types of awards ("Awards"
or individually, an "Award"), according to the sections of the Plan listed here:
Section 5 Restricted Share Units and Restricted Shares
Section 6 Elective Grants
Section 7 Deferred Share Units
The date of grant of any Award is referred to herein as the "Grant Date."
3. ADMINISTRATION AND AGREEMENTS
(a) Plan Administration. This Plan shall be administered by the Company's Board of
Directors (the "Board"). The Board shall have full authority, consistent with this Plan, to
construe and interpret this Plan and any agreements defining the rights and obligations of
the Company and Eligible Directors (as defined below) under the Plan, to promulgate,
amend and rescind such rules and regulations with respect to this Plan as it deems
desirable and to make all other determinations necessary or desirable for the
administration of this Plan. Unless arbitrary and capricious, all decisions, de