Exhibit 10.25
 UTi WORLDWIDE INC.
AMENDED AND RESTATED
2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN
 PURPOSE
 AWARDS
     ADMINISTRATION AND AGREEMENTS
 Plan Administration
 Award Agreements




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SHARES SUBJECT TO THE PLAN 1
 RESTRICTED SHARE UNITS AND RESTRICTED SHARES
 Eligible Director
 Grants .
 Initial Awards 2
 
 1
    
    On March 7, 2006, the Board approved a
3-for-1 division of the Companys ordinary shares of no par value (the Stock
Split). Pursuant to Section 8 of the Plan, the number of ordinary shares
authorized for issuance under the Plan was automatically adjusted from 200,000
ordinary shares to 600,000 ordinary shares on March 27, 2006 as a result of the
Stock Split.2
    
    On June 12, 2006, the Board amended the Plan
to increase this amount from $65,000 to $75,000 effective the day after the
2006 Annual Meeting of Shareholders. On June 8, 2009, the Board amended the
Plan to increase the amount from $75,000 to $80,000 effective for Initial
Awards granted on or after the date of the 2009 Annual Meeting of Shareholders. 2




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Automatic Awards 3
 Chairman Awards
 Definition of Fair Market Value
 
 3
    
    On June 12, 2006, the Board amended the Plan
to increase this amount from $65,000 to $75,000 effective the day after the
2006 Annual Meeting of Shareholders. On June 8, 2009, the Board amended the
Plan to increase the amount from $75,000 to $80,000 effective for Automatic
Awards granted on or after the date of the 2009 Annual Meeting of Shareholders. 3




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No Award Where Prohibited
 Vesting and Forfeiture
 Definition of Change in Control
   (1)
    
    any acquisition directly from the Company
or any subsidiary thereof (excluding any acquisition resulting from
the exercise of a conversion or exchange privilege in respect of
outstanding convertible or exchangeable securities); or
 4




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(2)
    
    any acquisition by an employee benefit plan
(or related trust) sponsored or maintained by the Company or any
entity controlled by the Company;
   Issuance of Restricted Shares Prior to Vesting
 Issuance of Shares upon Vesting .
 Cash Dividends
 5




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Section 83(b) Elections
 Deferral Elections
 Initial Awards
 Automatic Awards
  ELECTIVE GRANTS
 Election
 Shares Issued
 6




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No Assignment
 Quarterly Compensation
 Deferral Elections
 DEFERRED SHARE UNITS
 Elections to Defer .
 7




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Vesting
 Cash Dividends .
 Distributions of Shares . unless
    Emergency Withdrawals .
 8




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No Rights to Deferred Share Units .
 ADJUSTMENT UPON CHANGES IN CAPITALIZATION
 TAXES
 Withholding
 Income Taxes and Deferred Compensation
 9




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NO SHAREHOLDER RIGHTS
 LAWS AND REGULATIONS
 U.S. Securities Laws
 Other Jurisdictions
 10




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TERM OF PLAN; TERMINATION AND AMENDMENT OF THIS PLAN
        11




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EFFECTIVE DATE
 NONTRANSFERABILITY Immediate Family
 CONTROLLING LAW
 12




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UTi WORLDWIDE INC.
 AMENDED AND RESTATED
2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN
 As adopted by the Board of Directors
on May 18, 2004 and approved by the
shareholders on June 25, 2004. As
amended by the Board of Directors on
September 19, 2005. As amended and
restated by the Board of Directors on
March 6, 2006. As amended and
restated by the Board of Directors on
June 12, 2006. As amended and
restated by the Board of Directors on
December 8, 2007. As amended and
restated by the Board of Directors on
June 8, 2009.