UTi WORLDWIDE INC. AMENDED AND RESTATED Restricted Shares Award Agreement and Section 83(b) Election FormUTi WORLDWIDE INC • June 16th, 2006 • Arrangement of transportation of freight & cargo
You (the “Participant”) are hereby awarded Restricted Shares (the “Award”) subject to the terms and conditions set forth in this Restricted Shares Award Agreement (“the Award Agreement”) and in the UTi Worldwide Inc. Amended and Restated 2004 Non-Employee Directors Share Incentive Plan (the “Plan”). By executing this Award Agreement, 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 Agreement. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement 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. All terms herein that begin with initial capital letters and not herein defined have the same meaning defined in the Plan,
