keyemployeeagreement2019






                            C. H. ROBINSON WORLDWIDE, INC.                                    and Subsidiaries and Affiliates                          MANAGEMENT-EMPLOYEE AGREEMENT                                           (Key Employee)                  This Management-Employee Agreement, dated as of                        (“Agreement”),  is  made  and  entered into between C. H. Robinson Worldwide, Inc., a Delaware corporation, and its subsidiaries and  affiliated companies (collectively referred to as “CHRW”) and     (“Key Employee”).                  WHEREAS, in return for the benefits provided by this Agreement, Key Employee will be employed by C.H.  Robinson  Worldwide,  Inc.  and/or  one  of  its  subsidiaries  or  affiliated  companies,  such  company  or  companies employing Key Employee being referred to herein as Employer.                  WHEREAS, CHRW and Key Employee agree that the position in which Key Employee will work is of critical  importance to the operation of Employer’s and/or CHRW’s business.                  WHEREAS,  Key  Employee  acknowledges  and  agrees  that  Key  Employee’s  position  will  require  Key  Employee to exercise significant responsibility and maintain the utmost trust and fiduciary duty to Employer  and/or CHRW;                  WHEREAS Key Employee and CHRW agree that Employer and/or CHRW will give Key Employee access  to  CHRW’s  highly  sensitive,  confidential,  and  proprietary  information  and  provide  Key  Employee  opportunities  to  represent  Employer  and/or  CHRW  in important  relationships  with  customers  and  other  business partners; and                  WHEREAS, as a condition of employment or continued employment, Key Employee agrees to be bound  by and act in accordance with this Agreement.                  NOW, THEREFORE, in consideration of the mutual obligations incurred and benefits obtained hereunder  and other good and valuable consideration (including, without limitation, access to CHRW’s confidential  information,  customers,  and  other  business  partners,  opportunities  for  learning  and  experience,  opportunities  for  increased  compensation  and  other benefits,  restricted  stock  opportunities,  bonus  opportunities, and opportunities for advancement) which would not be available to Key Employee except in  return for entering into this Agreement and the sufficiency of such valuable consideration Key Employee   hereby acknowledges, CHRW and Key Employee agree as follows:                  1.      Employment.  Employer  hereby  employs  Key  Employee,  and  Key  Employee  accepts  such  employment and agrees to perform services for Employer, upon the terms and conditions set forth in this  Agreement.                  2.      Term. Employer  and Key  Employee mutually  agree that this  Agreement shall become effective  when executed by Key Employee and shall remain in full force and effect until terminated in accordance  with  Section  6.  Upon  termination,  Key  Employee  shall  remain  obligated  to  comply  with  all  of  the  post-  employment  obligations  contained  in  the  Agreement, including,  but  not  limited  to,  the  restrictions  and  limitations contained in Sections 7, 8, and 9 of this Agreement.                  3.      Performance of Duties. Key Employee agrees to serve Employer faithfully and to the best of Key  Employee’s ability and to devote Key Employee’s full time, attention and efforts to the business and affairs  of  Employer  during  the  term  of  Key  Employee’s  employment.  Key  Employee  hereby  confirms  that  Key  Employee  has  no  obligations  or  commitments,  whether  by  contract  or  otherwise,  inconsistent  with  Key  Employee’s obligations set forth in this Agreement. During the term of this Agreement, Key Employee shall   not render or perform any services (whether or not Key Employee receives any compensation) for any other   corporation, firm, entity, or person that are inconsistent with the provisions of this Agreement or that would  otherwise impair Key Employee’s ability to perform Key Employee’s duties to CHRW, including,  without  limitation, the  duties set forth under this Agreement.  Key Employee shall  not  use or disclose any  data,  information, opportunities,  or documents  which Key Employee has  a duty not to use or disclose,                                                   1 





 






including, without limitation, confidential information belonging to any prior employer or any other person or  entity.                  4.      Compensation.                  4.01    Base  Salary.  As  compensation  for  all  services  to  be  rendered  by  Key  Employee  under  this  Agreement, Employer shall pay to Key Employee an annualized salary which shall be set on an annual  basis in accordance with Employer’s standard practices and procedures. Key Employee’s salary shall be  paid  in  accordance  with  Employer’s  normal  payroll  procedures  and  policies,  as  such  procedures  and  policies may be modified from time to time.                  4.02    Annual Bonus. Key Employee may also be eligible to receive an annualized bonus in an amount to  be determined in the sole discretion of Employer’s management or the Compensation Committee of the  Board of Directors of CHRW, if applicable.                  4.03    Participation  in  Benefits.  During  the  term  of  Key  Employee’s  employment  by  Employer,  Key  Employee shall be entitled to participate in the employee benefit plans offered generally by Employer to its  employees, to the extent that Key Employee’s position, tenure, salary, health, and other qualifications make  Key Employee eligible to participate. Key Employee’s participation in such benefit plans shall be subject to  the terms of the applicable plans, as the same may be amended from time to time. Employer does not  guarantee  the  adoption  or  continuance  of  any  particular  employee  benefit  plan  during  Key  Employee’s  employment, and nothing in this Agreement is intended to, or shall in any way restrict the right of Employer,  to amend, modify or terminate any of its benefit plans during the term of Key Employee’s employment.                  4.04    Equity Grants. Key Employee shall be eligible to participate in the 1997 Omnibus Stock Plan and  any successor plans adopted by C.H. Robinson Worldwide, Inc. Grants made under such 1997 Omnibus  Stock Plan and any successor plans are made in the sole discretion of Employer. The nature and amount  of  any  equity  grants  made  by  Employer  to  Key  Employee  shall  be  determined  in  the  sole  discretion  of  Employer’s  management  or  the  Compensation  Committee  of  the  Board  of  Directors  of  C.H.  Robinson  Worldwide,  Inc.,  if  applicable.  The  terms  and  conditions  of  Key  Employee’s  entitlement  to  any  equity  compensation shall be determined by the terms of the equity grant.                  4.05    Expenses. In accordance with Employer’s normal policies for expense reimbursement, Employer  will reimburse Key Employee for all reasonable and necessary expenses incurred by Key Employee in the  performance of Key Employee’s duties under this Agreement, subject to the presentment of receipts or  other documentation acceptable to Employer.                  5.      Other  Employment  Policies.  As  a  condition  precedent  to  Employer’s  hiring  or  continued  employment of Key Employee and Employer’s performance of its obligations hereunder, Key Employee  shall comply with all of applicable state and federal laws and regulations, and all the policies, rules, or codes  of conduct generally in effect for employees of Employer during the Term.                  6.      Termination.                  6.01    Termination  Due  to  Key  Employee’s  Death  or  Total  Disability.  This  Agreement  shall  terminate  automatically in the event of Key Employee’s death, or in the event of Key Employee’s failure or inability to  perform  the  essential  functions  of  Key  Employee’s  position,  subject  to  any  legal  obligations  to  provide  reasonable accommodation, provided Key Employee has exhausted Key Employee’s entitlement to any  applicable  leave  or  short  term  disability,  if  Key  Employee  desires  to  take  and  satisfies  all  eligibility  requirements for such leave.                  6.02    Termination by Employer for Cause. Key Employee’s employment pursuant to this Agreement shall  terminate immediately in the event Employer shall determine, in its sole discretion, that there is “cause” to  terminate Key Employee’s employment, included but not limited to any of the following:                  (i)     Key Employee’s material breach of any contractual obligation to Employer under the terms of this   Agreement  or  any  other  agreement  between  Key  Employee  and  Employer,  or  of  any  fiduciary  duty  to   Employer;                                                    2 





 






(ii)    Key Employee’s indictment, charge, or conviction for any crime involving moral turpitude or any  felony;                  (iii)   Key Employee’s failure to carry out any reasonable directive of Employer;                  (iv)    Key Employee’s embezzlement or misappropriation of funds or other assets of Employer;                  (v)     Any failure by Key Employee to comply with any policy, rule or code of conduct generally applicable   to Employer’s employees or to Employer’s management employees such as Key Employee; or                  (vi)    A demonstrated lack of commitment of Key Employee to Employer, or conduct by Key Employee   which is detrimental to Employer, or Key Employee’s failure to perform the assigned duties of his position   at a level of individual performance adequate to Employer; provided that, in the case of any conduct that is   reasonably  susceptible  of  cure,  Key  Employee  shall have  thirty  (30)  days  to  cure  any  such  lack  of   commitment or failure after Employer provides Key Employee written notice of the actions or omissions   constituting the lack of commitment, detrimental conduct or failure.                  6.03    Termination by Employer without Cause. Employer may immediately terminate Key Employee’s  employment at any time and for any reason.                  6.04    Termination by Key Employee. Key Employee may terminate this Agreement at any time by giving  fifteen (15) days written notice thereof to Employer. Upon notice of termination by Key Employee, Employer  may at its option elect to have Key Employee cease to provide services immediately, provided that during  such 15-day notice period, Key Employee shall be entitled to earn and be paid his base salary.                  6.05    Effect of and Compensation Upon Termination.                  A.      If this Agreement is terminated in accordance with Section 6.01, 6.02, or 6.04, Key Employee shall  not be entitled to receive any additional compensation under this Agreement after the effective date of such  termination.                  B.      If this Agreement is terminated in accordance with Section 6.03, Key Employee will be entitled to   receive  his  base  salary  for  fifteen  (15)  days,  provided  that  Key  Employee  has  complied  with  all  his   obligations to CHRW, including but not limited to, Key Employee’s obligations under this Agreement and   further provided that Key Employee signs and does not rescind a separation agreement and release in a   form acceptable to Employer.                  C.      Notwithstanding any other  provision in this Agreement, should Key Employee’s employment be  terminated for any reason, Key Employee shall not earn and will have no right to receive any compensation  except as expressly provided in this Agreement or in the terms and conditions of a compensation plan or  program expressly referenced herein.                  D.      Notwithstanding any termination of Key Employee’s employment with Employer, Key Employee, in   consideration  of  Key  Employee’s  employment  hereunder  to  the  date  of  such  termination,  shall  remain   bound by the provisions of this Agreement which specifically relate to periods, activities or obligations upon   or subsequent to the termination of Key Employee’s employment, including, but not limited to, the covenants   contained in Sections 7, 8, and 9 hereof.                  6.06    Surrender  of  Records  and  Property.  Upon  termination  of  Key  Employee’s  employment  with  Employer  for  any  reason,  or  whenever  requested  by  Employer  or  CHRW,  Key  Employee  shall  deliver  promptly to Employer all records, manuals, books, blank forms, documents, letters, memoranda, notes,  notebooks, reports, computer disks, computer software, computer programs (including source code, object  code, on-line files, documentation, testing materials and plans and reports) designs, drawings, formulae,  data, tables or calculations or copies, summaries or abstracts thereof, which are the property of Employer  or CHRW or which relate in any way to the business, products, practices or techniques of Employer or  CHRW, and all other property, trade secrets and confidential information of Employer or CHRW, including,  but not limited to, all tangible, written, graphical, machine readable and other materials (including all copies,  summaries, and abstracts) which in whole or in part contain any trade secrets or confidential information of  Employer  or  CHRW  which  in  any  of  these  cases  are  in  Key  Employee's  possession  or  under  Key  Employee’s control.                                                   3 





 






7.      Restrictive Covenants.                  7.01    Noncompetition. In consideration of Key Employee’s employment or continued employment with  Employer, and the significant benefits, financial and otherwise, which Key Employee will receive in return  for signing this Agreement, including, but not limited to, the benefits under the 1997 Omnibus Stock Plan,  and  any  successor  plans,  Key  Employee  agrees  that, during  the  “Restricted  Period”  (as  hereinafter  defined), Key Employee shall not, except as otherwise agreed in writing, directly or indirectly, engage in  any “Competing Business Activity” (as hereinafter defined), in any manner or capacity, including but not  limited to as an advisor, principal, agent, consultant, partner, officer, director, shareholder, employee, or  member of any association.                  (i)     Geographical Extent of Covenant. Except as otherwise agreed in writing signed by Key Employee  and an officer of Employer, the obligations of Key Employee under this Section 7 shall apply anywhere  within the United States or any other country in which Key Employee has worked for Employer within the   last twelve (12) months of employment with Employer.                  (ii)    Limitation on Covenant as It Relates to Passive Stock Ownership. Ownership by Key Employee,  as a passive  investment, of less than five (5) percent of the outstanding shares of capital stock of any  corporation listed on a national securities exchange or publicly traded in the over-the-counter market shall  not constitute a breach of this Section 7.01.                  (iii)   Competing Business Activity. As used in this Agreement, “Competing Business Activity” shall mean  any business activities that are competitive with the business conducted by CHRW at or prior to the date of   the  termination  of  Key Employee’s  employment,  or  any  prospective  business  activity or  relationship  of   CHRW of which Key Employee was aware prior to termination, including, but not limited to:                  (a)     freight  contracting,  freight  brokerage,  contract  logistics,  freight  forwarding  or  backhauling,  or   custom house brokerage business; or                  (b)     contracting,  arranging,  providing,  procuring,  furnishing  or  soliciting  of  distributors,  freight  contracting,  freight  brokerage,  contract  logistics,  freight  forwarding  or  backhauling,  custom  house  brokerage or transportation services; or                  (c)     any activities that involve offering or providing products or services that are the same or similar to   products or services offered by CHRW or which could be used in place of products or services offered by   CHRW; or                  (d)     any  activity  conducted  by  a  business  engaged  in  the  transportation  or  logistics  industries  as  a  shipper, receiver or carrier; or                  (e)     the  provision  of  payment,  financing,  and  information  services  to  entities  engaged  in  the   transportation industry, or                  (f)     the purchase, sale and/or sourcing of fresh fruits and vegetables.                  7.02    Nonsolicitation, Non-hire and Noninterference. During the Restricted Period, Key Employee shall  not (a) induce or attempt to induce any employee or agent of CHRW to leave the employ or service of  CHRW, or in any way interfere adversely with the relationship between any such employee or agent and  CHRW; (b) induce or attempt to induce any employee or agent of CHRW to work for, render services to,  provide advice to, or supply confidential business information or trade secrets of CHRW to any person or  entity engaged in a Competing Business Activity; (c) recruit, employ, or otherwise engage the services any  employee  or  agent  of  CHRW  in  any  business  activity with  which  Key  Employee  may  be  associated,  connected  or  affiliated;  or  (d)  induce  or  attempt  to  induce  any  customer,  supplier,  consultant,  vendor,  licensee, licensor or other person or entity with whom CHRW has done business or sought to do business  within the last two (2) years to cease, limit, or reduce business with CHRW, or in any way interfere with the  existing or prospective business relationship between any such person or entity and CHRW.                  7.03    Indirect Competition or Solicitation. Key Employee agrees that, during the Restricted Period, Key  Employee shall not, directly or indirectly, assist, solicit or encourage any other person in carrying out,                                                   4 





 






directly or indirectly, any activity that would be prohibited by the provisions of this Section 7 if such activity  were carried out by Key Employee, either directly or indirectly; and, in particular, Key Employee agrees that  Key  Employee  will  not,  directly  or  indirectly,  induce  any  employee  of  Employer  to  carry  out,  directly or  indirectly, any such activity.                  7.04    Notification of Employment. If at any time during the Restricted Period Key Employee accepts new  employment or becomes affiliated with a third party, Key Employee shall immediately notify Employer of  the identity and business of the new Employer or affiliation. Without limiting the foregoing, Key Employee’s  obligation to give notice under this Section 7.04 shall apply to any business ventures in which Key Employee  proposes to engage, even if not with a third-party employer (such as, without limitation, a joint venture,  partnership or sole proprietorship). Key Employee hereby consents to Employer notifying any such new  employer or business venture of this Agreement or any portion of it. .                  7.05    Restricted Period. As used in this Section 7, “Restricted Period” shall mean the period between the  Effective Date and two (2) years after the termination of Key Employee’s employment with Employer for  any reason (whether such termination is occasioned by Key Employee or Employer).                  7.06    Set-Off Right. In the event Key Employee breaches any of the covenants set forth in this Section 7  or in Section 8 or 9, Key Employee acknowledges and agrees that Employer may set-off any loss, cost,  damage, liability or expense (including, without limitation, lost profits and reasonable attorneys’ fees and  expenses) against amounts otherwise payable under this Agreement or any other amount that CHRW may  owe to Key Employee. Neither the exercise of nor failure to exercise such right of set-off or to give notice  of a claim therefor will constitute an election of remedies or limit Employer in any manner in the enforcement  of any other remedies available to it.                  7.07    Opportunity to Request Modification. In the event that Key Employee has an employment or other  opportunity that may conflict with the provisions of this Section 7, Key Employee is encouraged to bring that  situation to the attention of the Vice President of Human Resources or General Counsel for C.H. Robinson  Worldwide, Inc. Depending upon the circumstances, it may be possible to agree to an amendment of the  restrictions contained in this Agreement, so long as CHRW’s interests can still be protected and preserved.                  8.       Confidential  Information.  In  consideration  of  Key  Employee’s  employment  or  continued  employment with Employer, and the significant benefits, financial and otherwise, which Key Employee will  receive  in  return  for  signing  this  Agreement,  including,  but  not  limited  to,  the  benefits  under  the  1997  Omnibus  Stock  Plan,  and  any  successor  plans,  and  because  Key  Employee’s  duties  as  a  high-level  management employee  will necessitate  his  having access to and being entrusted  with confidential and  proprietary information relating to CHRW’s business, customers, and persons or entities with whom CHRW  does business, Key Employee shall not at any time, whether during or after employment with Employer,  disclose to a third party or use for any purpose other than to benefit CHRW, any Confidential Information  of CHRW. “Confidential Information” means all information written (or generated/stored on magnetic, digital,  photographic or other media) or oral, relating to any aspect of CHRW’s existing or reasonably foreseeable  business which is disclosed to Key Employee, to which Key Employee was given access, or which was  conceived,  discovered  or  developed  by  Key  Employee (alone  or  jointly  with  others),  and  which  is  not  generally  known  or  which  is  proprietary  to  CHRW.  Confidential  Information  includes,  without  limitation:  Employer’s strategic and other business plans; designs; information relating to employees, consultants,  vendors, customers, carriers, suppliers, and/or any other person or entity with whom CHRW does business;  customer  and/or  carrier  lists,  marketing  information,  aids,  or  materials;  accounting  information;  merchandising information; rate and/or pricing information; information-gathering techniques and methods;  all  accumulated  data,  listings,  or  similar  recorded  matter  used  or  useful  in  food  sales  (including  the  purchase, sale, and sourcing of fresh fruits and vegetables), freight brokerage and contracting, contracting  logistics, freight forwarding and backhauling (all modes), customs house brokerage operations, all aspects  of the logistics or transportation industries, including but not limited to, business forms, weekly loading lists,   service contracts, all contract terms (including all pricing and cost information), and tariff information, and   computer programs, software, and/or code.    Key Employee agrees that all the following Information shall be presumed to be Confidential Information   and, unless otherwise directed or authorized by an officer of CHRW, Key Employee agrees to treat all the   following information as Confidential: (a) all information contained on any computer or computer system  of   Employer and/or CHRW; and (b) all information which has been disclosed to Key Employee or to which                                                    5 





 






Key Employee has access during the period of employment with Employer which Employer and CHRW do  not  intentionally  disclose  to  the  general  public.  If  Key  Employee  has  any  uncertainty  or  question  about  whether any information is or should be treated as Confidential Information, Key Employee agrees to inquire  with the Vice President of Human Resources or the General Counsel of C.H. Robinson Worldwide,  Inc.  before  taking  any  action  with  respect  to  such  information  which  would  involvement  treatment  of  such  information in any way inconsistent with its status as Confidential Information. In addition, Key Employee  shall comply with the terms of any Confidentiality Agreement by which Employer or CHRW is bound to a  third party. Key Employee’s disclosure to attorneys, accountants and other advisors at the Employer’s or  CHRW’s request, or in the performance of Key Employee’s duties, shall not be treated as a violation of this  Agreement.                  9.      Inventions.                  9.01    Key Employee shall communicate to Employer as promptly and fully as practicable all Inventions   (as defined below) which are (or were) conceived or reduced to practice by Key Employee (alone or jointly   with others) (1) during Key Employee’s employment with Employer, or (2) within one (1) year following the  termination of Key Employee’s employment with Employer for any reason (and whether occasioned by Key  Employee  or  Employer).  Key  Employee  hereby  assigns to  Employer  and/or  its  nominees,  all  of  Key  Employee’s right, title, and interest in such Inventions, and all of Key Employee’s right, title, and interest in  any patents, copyrights, patent applications or copyright applications based thereon. Key Employee shall  assist Employer and/or its nominees (without charge but at no expense to Key Employee) at any time and  in every proper way to obtain for Employer and/or its nominees the benefits, patents and copyrights for all  such Inventions anywhere in the world and to enforce its and/or their rights in legal proceedings. To the  extent  any  materials  prepared  by  Key  Employee  (alone  or  jointly  with  others)  during  Key  Employee’s  employment with Employer include material subject to copyright protection (or other intellectual property  protection), it is understood and agreed that such materials have been specially commissioned by Employer  and they shall be deemed "work for hire" as such term is defined under U.S. copyright law. Key Employee  acknowledges and agrees that all documents, digitally, magnetically or optically encoded media, and other  tangible  materials  created  by  Key  Employee  (alone  or  jointly  with  others)  during  Key  Employee’s  employment with Employer shall be owned by CHRW. Key Employee irrevocably acknowledges CHRW's  sole ownership in all right, title, and interest to all work created by Key Employee during Key Employee’s  employment with Employer and further agrees to engage in no conduct and take no position inconsistent  with such sole ownership by CHRW.   9.02    As  used  in  this  Section,  the  term  “Invention”  includes,  but  is  not  limited  to,  all  inventions,  discoveries, improvements, processes, developments, designs, know-how, data, computer programs and  formulae, whether patentable or unpatentable or protectable by copyright, trademark, or other intellectual  property law.                  9.03    Any  provision  in  this  Section  requiring  Key  Employee  to  assign  Key  Employee’s  rights  in  any   Invention does not apply to an Invention which qualifies for exclusion under the provisions of Minnesota   Statute Section 181.78. That section provides that the requirement to assign “shall not apply to an invention   for which no equipment, supplies, facility or trade secret information of the employer was used and which   was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business   of the employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2)   which  does  not  result  from  any  work  performed  by  the  employee  for  the  employer.”  Key  Employee   understands and  agrees that Key  Employee  bears the burden  of proving that an Invention qualifies for   exclusion under Minnesota Statute Section 181.78.                  9.04    Notwithstanding any of the foregoing, Key Employee also assigns to Employer (or to any of its  nominees) all rights which Key Employee may have or acquire in any Invention, full title to which is required  to be in the United States by a contract between Employer and the United States or any of its agencies.                  9.05    Key  Employee  hereby  irrevocably  designates  and  appoints  Employer  and  each  of  its  duly  authorized  officers  and  agents  as  Key  Employee’s  agent  and  attorney-in-fact  to  act  for  and  in  Key  Employee’s behalf and stead to execute and file any document and to do all other lawfully permitted acts  to further the prosecution, issuance, and enforcement of patents, copyrights and other proprietary rights  with the same force and effect as if executed and delivered by Key Employee.                                                    6 





 






10      Disputes.                  10.01   Except  as  provided  below,  all  Claims  the  Employer  might  bring  against  Key  Employee  and  all   Claims Key Employee might bring against CHRW and/or any officers, directors, employees, or agents of   CHRW shall be deemed waived unless submitted to mediation, and thereafter, if mediation is unsuccessful,   to  final  and  binding  arbitration  in  accordance  with  the  Employment  Arbitration  Rules  and  Mediation   Procedures of the American Arbitration Association, modified as follows: (1) the arbitration need not actually   be administered by the American Arbitration Association; (2) the parties shall share equally in the fees and   costs for the arbitrator and the arbitration process, except that the arbitrator may award such fees and costs   to the prevailing party as part of a final decision; (3) any mediation or arbitration shall be governed by the   Company’s  Employment  Dispute  Mediation/Arbitration Procedure,  which  is  available  on  the  Company   Intranet; (4) dispositive motions shall be permissible and not disfavored in any arbitration, and the standard  for deciding such motions shall be the same as under Rule 56 of the Federal Rules of Civil Procedure; (5)  except  on  a  substantial  showing  of  good  cause,  discovery  will  be  limited  to  the  exchange  of  relevant  documents and three depositions per side; and (6) except as mutually agreed at the time between Key  Employee and CHRW, neither Key Employee nor CHRW may bring any Claim combined with or on behalf  of any other person or entity, whether on a collective, representative, or class action basis or any other  basis. In the case of any conflict between the rules and procedures for either mediation or arbitration, the  priority and order of precedence shall be as follows: (1) the rules and procedures stated herein; (2) the  Company’s Employment Dispute  Mediation/Arbitration Procedure; (3) the Employment Arbitration Rules  and Mediation Procedures of the American Arbitration Association.   10.02   For  purposes  of  this  Agreement,  “Claims”  shall  include,  but  not  limited  to,  all  claims  directly  or  indirectly related to Key Employee’s recruitment, employment, compensation or benefits (except that for  any  claims  under  an  employee  benefit  or  pension  plan  that  specifies  a  claim  procedure,  such  claim  procedure  must  first  be  exhausted  before  a  claim,  if  any,  may  be  pursued  under  this  Agreement)  or  termination of Key Employee’s employment with Employer, including, but not limited to, alleged violations  of Title VII of the Civil Rights Act of 1964, sections 1981 through 1988 of Title 42 of the United States Code  and  all  amendments  thereto,  the  Employee  Retirement  Income  Security  Act  of  1974  (“ERISA”),  the  Americans  with  Disabilities  Act  of  1990  (“ADA”),  the  Age  Discrimination  in  Employment  Act  of  1967  (“ADEA”), the Older Workers Benefits Protection Act of 1990 (“OWBPA”), the Fair Labor Standards Act  (“FLSA”),  the  Occupational  Safety  and  Health  Act  (“OSHA”),  the  Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985  (“COBRA”),  and  any  and  all  claims  under  federal,  state,  and  local  laws  or  regulations (including all such laws and regulations pertaining to employment or prohibiting discrimination).   This  Dispute  Resolution  Agreement  shall  not  apply  to  any  of  the  following:  (1)  Worker's  Compensation   claims; (2) claims related to unemployment insurance; (3) any claims by CHRW to enforce Sections 6.06,   7, 8, or 9 of this Agreement; (4) any claims by CHRW that include a request for injunctive or equitable relief,   including, without limitation, claims related to its enforcement of any restrictive covenants, non- competition   obligations, non-solicitation obligations and/or confidential information provisions contained in any CHRW   policy and/or  employment  agreement(s)  entered  into between  Key Employee and Employer  or  CHRW;   and/or  (5)  any  claims  to  protect  the  CHRW’s  trade  secrets,  confidential  or  proprietary  information,   trademarks, copyrights, patents, or other intellectual property.   10.03   This dispute resolution provision shall continue in full force and effect during Key Employee’s entire  employment with Employer and after such employment has terminated, regardless of the reason for such  termination and whether termination was voluntary or involuntary. This dispute resolution provision shall be  binding upon the heirs, successors, and assigns of Key Employee and CHRW, and any person or entity  asserting Claims or seeking relief of any kind on behalf of Key Employee or CHRW shall be bound by this  Agreement to the fullest extent permitted by law.                  10.04   If any portion of this dispute resolution provision is determined to be void or unenforceable, then  the remaining portions of this Agreement shall continue in full force and effect, and this Agreement may be  modified to the extent necessary, consistent with its fundamental purpose and intent, in order to make it  enforceable.                  11.     Miscellaneous.                  11.01   Governing Law and Venue Selection. This Agreement is made under and shall be governed by  and construed in accordance with the laws of the State of Minnesota without regard to conflicts of law                                                    7 





 






principles thereof. The parties agree that any claim or dispute between them shall be adjudicated or  arbitrated exclusively in the State of Minnesota, Hennepin County District Court, or the United States  District Court for the District of Minnesota. Key Employee and Employer hereby consent to the personal  jurisdiction of these courts and waive any objection that such venue is inconvenient or improper.                  11.02   Prior  Agreements.  This  Agreement  (including  other  agreements  specifically  mentioned  in  this  Agreement) contains the entire agreement of the parties relating to the employment of Key Employee by  Employer and the other matters discussed herein and supersedes all prior promises, contracts, agreements  and understandings of any kind, whether express or implied, oral or written, with respect to such subject  matter (including, but not limited to, any promise, contract or understanding, whether express or implied,  oral  or  written,  by  and  between  Employer  and  Key  Employee)  and  the  parties  hereto  have  made  no  agreements, representations or warranties relating to the subject matter of this Agreement which are not  set forth herein or in the other agreements mentioned herein.                  11.03   Withholding  Taxes.  Employer  may  take  such  action  as  it  deems  appropriate  to  insure  that  all  applicable  federal,  state,  city  and  other  payroll, withholding,  income  or  other  taxes  arising  from  any  compensation, benefits or any other payments made pursuant to this Agreement or any other contract,  agreement  or  understanding  which  relates,  in  whole or  in  part,  to  Key  Employee’s  employment  with  Employer are withheld or collected from Key Employee.                  11.04   Amendments. No amendment or modification of this Agreement shall be deemed effective unless  made in writing.                  11.05   No Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall  there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed  by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be  deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition  waived, and shall not constitute a waiver of such term or condition for the future or as to any act other than  as specifically set forth in the waiver.                  11.06   Assignment. Key Employee may not assign any right, interest, or obligation under this Agreement,  in  whole  or  in  part,  without  the  written  consent  of  Employer.  Employer  will  be  free  to  assign  its  rights,  interests,  and  obligations  under  this  Agreement  without  the  consent  of  Key  Employee.  After  any  such  assignment  by  Employer,  Employer  shall  be  discharged  from  all  further  liability  hereunder  and  such  assignee shall thereafter be deemed to be Employer for the purposes of all provisions of this Agreement  including this Section 11.06.                  11.07   Injunctive Relief. Key Employee acknowledges and agrees that the services to be rendered by Key  Employee hereunder are of a special, unique and extraordinary character, that it would be difficult to replace  such services and that any violation of Sections 6.06, 7, 8, or 9 hereof would be highly injurious to Employer  and/or  CHRW,  and  that  it  would  be  extremely  difficult  to  compensate  Employer  and/or  CHRW fully  for  damages for any such violation. Accordingly, Key Employee specifically agrees that Employer or CHRW,  as the case may be, shall be entitled to temporary and permanent injunctive relief to enforce the provisions  of Sections 6.06, 7, 8, or 9 hereof, and that such relief may be granted without the necessity of proving  actual damages. Key Employee further agrees that a reasonable and proper bond for any such injunctive  relief would be five hundred dollars ($500.00). CHRW and/or Employer shall be entitled to recover attorneys’  fees and costs incurred in enforcing Section 6.06, 7, 8, or 9 of this Agreement. This provision with respect  to  injunctive  relief  shall  not,  however,  diminish  the  right  of  Employer  or  CHRW  to  claim  and  recover  damages, or to seek and obtain any other relief available to it at law or in equity, in addition to injunctive  relief.                  11.08   Severability. To the extent any provision of this Agreement shall be determined to be invalid or  unenforceable in any jurisdiction, such provision shall be either equitably modified or deemed to be deleted  from this Agreement as to that jurisdiction only, and the validity and enforceability of the remainder of such  provision and of this Agreement shall be unaffected. In furtherance of and not in limitation of the foregoing,  Key Employee expressly agrees that should a court of competent jurisdiction determine that the duration,  geographic scope, or business activities contained in the restrictions and limitations of Section 7 are in  excess of that which is valid or enforceable under applicable law, then such provision, as to such jurisdiction  only, shall be equitably modified or construed to cover only that duration, geographic scope or activities that  would be permissible under applicable law. Key Employee acknowledges the uncertainty of                                                   8 





 






the law in this respect and expressly stipulates and agrees that this Agreement shall be construed in a   manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its express   terms) possible under applicable law in each applicable jurisdiction.                  IN WITNESS WHEREOF, the parties have executed this     Agreement as of the date set forth in the first  paragraph.                                                                               C. H. ROBINSON WORLDWIDE, INC.                                                                By                                               Name: Bob Biesterfeld                                               Title: President and Chief Executive Officer                                                KEY EMPLOYEE:                                                                       9