0000950137-05-004561 Sample Contracts

UTi WORLDWIDE INC. 2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN Restricted Share Unit Award Agreement and Election Forms Award No. __
Restricted Share Unit Award Agreement • April 18th, 2005 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo

You (the “Participant”) are hereby awarded Restricted Share Units subject to the terms and conditions set forth in this Restricted Share Unit Award Agreement (“Award”) and in the UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan, as amended from time to time (“Plan”). By executing this Award, 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. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award will be made by the Board of Directors of UTi Worldwide Inc. (the “Board”) or a committee thereof which is delegated by the Board the authority 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.

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UTi WORLDWIDE INC. 2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN
Election Agreement • April 18th, 2005 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo

AGREEMENT, made this ___day of , ___, by and between me, as a participant in the UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan (the “Plan”), and UTi Worldwide Inc. (the “Company”).

UTi WORLDWIDE INC. Deferral and Distribution Election Form
Agreement • April 18th, 2005 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo

AGREEMENT, made this ___day of , ___, by and between me, as a participant in the UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan (the “Plan”), and UTi Worldwide Inc. (the “Company”). This Agreement shall control the distribution of any of the Company’s ordinary shares (“Shares”) that I become entitled to receive pursuant to my Restricted Share Unit Award Agreement (the “Award Agreement”) having a grant date of ___, 20___(the “Grant Date”). We agree that any term that begins herein with initial capital letters shall have the special meaning defined in the Plan or the Award Agreement, unless the context clearly requires otherwise.

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