exv10w22






Exhibit 10.22




UTi WORLDWIDE INC.




NON-EMPLOYEE DIRECTOR COMPENSATION POLICY



CASH COMPENSATION




     Retainers for Serving as Chairpersons




Chairman of the Board. The non-executive Chairman of the Board shall be paid an annual
retainer of $75,000 (or such other amount as determined by the Board) and he or she shall
not be entitled to receive any additional annual retainers for serving as the chairperson of
any Board Committees.




If the Chairman of the Board serves as a member of any other committee of the Board
(including in the capacity of chairperson), he or she shall be paid the same additional
annual retainer as the non-chair members of such committees (as set forth below).




Committee Chairpersons. Non-employee directors, other than the Chairman of the Board, shall
be paid the following annual retainers for serving as the chairperson of a committee of the
Board:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	§	 	 	$	12,000	 	 	 	—	 	 	Audit Committee

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	7,000	 	 	 	—	 	 	Compensation Committee

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	5,000	 	 	 	—	 	 	Nominations and Corporate Governance Committee

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	3,000	 	 	 	—	 	 	Any other committee of the Board (such amount
may be revised as determined by the Board in
its discretion)







     Additional Retainers




Retainer for Serving on the Board. Non-employee directors, other than the Chairman of the
Board, shall be paid an annual retainer of $40,000 for his or her service on the Board.




Retainer for Serving on Committees. Non-employee directors who serve on, but do not chair a
committee of the Board, shall be paid the following annual retainers for service on such
committee:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	§	 	 	$	7,000	 	 	 	—	 	 	Audit Committee

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	3,000	 	 	 	—	 	 	Compensation Committee

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	1,000	 	 	 	—	 	 	Nominations and Corporate Governance Committee

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	1,000	 	 	 	—	 	 	Any other committee of the Board (such amount
may be revised as determined by the Board in
its discretion)








In addition, as indicated above the Chairman of the Board shall also be entitled to receive
such amounts for his or her service as either the chairperson or as a member of any such
committee.



 









 





     Board/Committee Meeting Attendance




Each of the non-employee directors, including the Chairman of the Board, shall be paid the
following meeting fees:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	§	 	 	$	2,000	 	 	 	—	 	 	For each Board meeting attended in person or by telephone

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	1,500	 	 	 	—	 	 	For each Audit Committee meeting attended telephonically or in person

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	1,500	 	 	 	—	 	 	For each Compensation Committee meeting attended telephonically or
in person

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	1,500	 	 	 	—	 	 	For each Nominations and Corporate Governance Committee meeting
attended telephonically or in person

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	§	 	 	$	1,000	 	 	 	—	 	 	For each meeting of any other committee of the Board attended
telephonically or in person (such amount may be revised as
determined by the Board in its discretion)







EQUITY-BASED COMPENSATION





Non-employee directors, including the Chairman of the Board, shall be eligible to receive
equity-based compensation awards in the form of restricted shares, restricted share units,
elective grants and deferred share units pursuant to the Company’s 2004 Non-Employee
Directors Share Incentive Plan, and other awards pursuant to any other equity-based
compensation plan of the Company, as such plans are amended from time to time.



TRAVEL EXPENSE REIMBURSEMENT





Each of the non-employee directors, including the Chairman of the Board, shall be entitled
to receive reimbursement for reasonable travel expenses which they properly incur in
connection with their functions and duties as a director.



AMENDMENTS, REVISION AND TERMINATION





This policy may be amended, revised or terminated by the Board of Directors at any time and
from time-to-time.




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