UTi WORLDWIDE INC. 2009 LONG-TERM INCENTIVE PLAN

Exhibit 4.4

NOTE: Optional or alternative provisions are identified by brackets

UTi WORLDWIDE INC.
2009 LONG-TERM INCENTIVE PLAN

Restricted Share Unit Award Agreement
[Providing for the Withholding of Shares to Satisfy Tax Liabilities]
(for U.S. residents/taxpayers)

Award No.                     

          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. 2009 Long-Term Incentive Plan (“ Plan ”), which is attached hereto as Exhibit A . A summary of the Plan appears in the Prospectus, which is attached hereto as Exhibit B . You should carefully review these documents, and consult with your personal legal and financial advisors, in order to assure that you fully understand the terms, conditions, and financial implications of this Award before executing this Award.

          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 Committee 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.

     1.  Specific Terms . This Award shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

Restricted Share Unit Award Agreement [ Providing for the Withholding of
Shares to Satisfy Tax Liabilities ] (for U.S. residents/taxpayers)
UTi Worldwide Inc.
2009 Long-Term Incentive Plan
Page 2

     2.  Accelerated Vesting upon Death or Disability. [ If your Continuous Service ends due to your death or because you become Disabled, you will become partially vested in the unvested Shares subject to this Award (and will forfeit all other rights under this Award). The number of unvested Shares in which your interest will vest will be equal to                      . ]

     3.  Accelerated Vesting upon Termination without Cause or upon a Change in Control.

     (a)  [ Unless otherwise provided in an employment or other similar agreement between the Company or any of its Affiliates and you then in effect, in the event your employment is terminated without Cause at any time, you will become partially vested in the unvested Shares subject to this Award (and will forfeit all other rights under this Award). The number of unvested Shares in which your interest will vest will be equal to                      .

     (b) To the extent that this Award is assumed or substituted by a Successor Corporation, unless otherwise provided in an employment or other similar agreement between the Company or any of its Affiliates and you then in effect, in the event you are Involuntarily Terminated on or within 12 months (or such other period set forth in any applicable employment or similar agreement) following a Change in Control, then this Award shall                      . ]

     4.  Satisfaction of Vesting Restrictions . No Shares will be issued before you complete the requirements that are necessary for you to vest in the Shares underlying your Restricted Share Units. As soon as practicable after the date on which your Award vests in whole or in part, but no later than the 15th day of the third month following the calendar year in which vesting occurs, the Company will issue to you or your duly-authorized transferee, free from vesting restrictions (but subject to such legends as the Company determines to be appropriate), one Share for each vested Restricted Share Unit [ , less the number of Shares cancelled by the Company in connection with the payment of withholding taxes as provided for in Section 20 below ] . Fractional shares (including fractional shares resulting from Sections 6 or 9 of this Award) will not be issued, and cash shall be paid in lieu thereof. Certificates shall not be delivered to you unless you have made arrangements satisfactory to the Committee to satisfy tax-withholding obligations.

     5.  Failure of Vesting Restrictions . By executing this Award, you acknowledge and agree that if your Continuous Service terminates prior to the date that you satisfy the vesting requirements for unvested Shares set forth in Section 1 of this Award (and subject to any accelerated vesting pursuant to Sections 2 or 3 above), you will irrevocably forfeit any and all rights to unvested Shares under this Award, and this Award with respect to such unvested Shares will immediately become null, void, and unenforceable.

     6.  Dividends . Whenever Shares are deliverable to you or your duly-authorized transferee pursuant to the vesting of the Shares underlying your Restricted Share Units, you or your duly-authorized transferee shall also be entitled to receive, with respect to each Share then vesting [ (including Shares cancelled by the Company in connection with the payment of withholding taxes as provided for in Section 20 below) ] a number of additional Shares equal to the sum of:

Restricted Share Unit Award Agreement [ Providing for the Withholding of
Shares to Satisfy Tax Liabilities ] (for U.S. residents/taxpayers)
UTi Worldwide Inc.
2009 Long-Term Incentive Plan
Page 3

     (i) any per-Share dividends which were declared and paid in Shares to the Company’s shareholders of record between the Grant Date and the date Shares are delivered to you or your duly authorized transferee pursuant to the particular vesting event for this Award; and

     (ii) the Shares that you or your duly authorized transferee could have purchased at their Fair Market Value on the payment date of any cash dividends if you or your duly authorized transferee had received such cash dividends with respect to each Share underlying your Restricted Share Units, between the Grant Date and the date Shares are delivered to you or your duly authorized transferee pursuant to the particular vesting event for this Award.

     7.  Voting . With respect to the Shares to be issued or held by you pursuant to this Award, you may not exercise voting rights until you become the record owner of the Shares.

     8.  Section 83(b) Election Notice . To the extent specifically permitted on the first page of this Award, if you provide the Company with prior written notice of your intention to make an election under Section 83(b) of the Code with respect to the Shares underlying your Restricted Share Units (a “ Section 83(b) election ”) within ten days after receiving this Award, the Committee shall convert your Restricted Share Units into Restricted Shares, on a one-for-one basis, pursuant to the terms of (and in full satisfaction of) this Award. You may then make a Section 83(b) Election with respect to those Restricted Shares; provided, that your Section 83(b) Election will be invalid if not filed with the Company and the appropriate U.S. tax authorities within 30 days after the Grant Date of this Award. Exhibit C contains a suggested form of Section 83(b) election. If you make a Section 83(b) election, then you will be responsible for the satisfaction of all taxes that arise as a result of the election and you acknowledge that none of your Shares subject to this Award have vested as of the time of such Section 83(b) election. Any Restricted Shares issued to you pursuant to this Section 8 shall be subject to the same vesting and other restrictions applicable to the Restricted Share Units granted pursuant this Award (including those set forth in Sections 1 through 5 of this Award) and any certificates representing such Restricted Shares shall bear such legends as the Company determines to be appropriate until all vesting restrictions lapse and replacement certificates for unrestricted Shares are issued to you pursuant to Section 4 of this Award.

     9.  Deferral Election. To the extent specifically permitted on the first page of this Award, at an