a2020performancesharesag






               C.H. ROBINSON 2020 PERFORMANCE SHARE PROGRAM       C.H. Robinson Worldwide, Inc. (the “Company”) is permitted under the terms of its 2013 Equity Incentive Plan (the “Plan”) to issue its  shares and other derivative securities to employees at various times and in various forms.  The Company’s Compensation Committee   has approved a 2020 Performance Share Program (the “Program”) pursuant to which performance share awards (the “Awards”) will be   made to designated managerial employees of the Company and its Subsidiaries.  Each such Award will be subject to the terms of a  participant-specific award notice (a “Notice”), the general terms of the Program as contained in this Program Outline, and the terms of  the Plan.  Unless the context clearly indicates otherwise, any capitalized term used but not defined in this Program Outline will have the  meaning set forth in the Plan as it currently exists or as it is amended in the future.                                               Program Outline    1.  Each participant in the Program will be granted a number of performance shares as specified in the applicable Notice on the Grant      Date specified in the Notice, and the performance shares will be credited to the participant’s account maintained by the Company.       Each performance share that vests represents the right to receive one share of the Company’s common stock on the settlement      date for the Award.  Vesting of performance shares will be conditioned upon the satisfaction of the performance and continued      Service conditions described below.    2.  The Measurement Period for performance shall be January 1 through December 31 of each calendar/fiscal year during the years      2020 - 2024.  Beginning on December 31, 2020, and on each December 31 thereafter through December 31, 2024, a portion of the      Award will vest, but only if and only to the extent that the Company’s Vesting Indicator (“VI”) is greater than zero for the respective      Measurement Period, as determined by the Compensation Committee, and the applicable Service conditions set forth below are      satisfied.  The VI is defined as the sum of 10 percentage points plus the percentage increase (or decrease) in Company diluted net      income per share for the applicable Measurement Period over the prior year rounded to two decimal places. For purposes of      calculating the VI for any year during the Measurement Period, the growth for a year is the percentage the current year’s EPS      exceeds the greater of the previous year’s diluted net income per share or the diluted net income per share for 2019.  That sum, in      turn, is rounded to the nearest whole percentage.         Example                                                                                                                                            Prior Year      Current Year   Percentage Increase            Diluted net income per share                $2.00             $2.19                 9.50%      Add: 10 Percentage Points                                                         19.50%      Rounded to the Nearest Whole Percentage                                     VI=20.00%      3.  In determining how many performance shares subject to an Award are vested with respect to each Measurement Period, the VI is      multiplied by the total number of performance shares subject to the Award, with the result then rounded to the nearest whole      performance share.         Example                                                                                           Grant  of  1,000 Performance S hares                       Year 1       Year 2       Year 3        VI:                                                        20%           12%         26%          Rounded Number of Performance Shares Vested as of  Dec. 31:   200        120          260       4.  The Compensation Committee’s calculation of the VI shall be final, and the Compensation Committee retains the discretion to      eliminate unusual items, if any, for purposes of calculating the VI for any particular Measurement Period (including adjustments to      the computation of diluted net income per share).    5.  A participant’s performance shares may vest pursuant to paragraph 2 above with respect to this award for up to 5 years (and may      vest in less than 5 years if the VI during such time period is sufficiently high enough).  Any performance shares remaining unvested      after the calculation of VI for the Measurement Period ending December 31, 2024 will be forfeited and deleted from participant’s      account, and the participant will retain no rights with respect to the forfeited performance shares.    6.  Except as otherwise provided in this paragraph and in paragraphs 14 and 15, a participant’s performance shares will vest upon      satisfaction of the performance condition only while the participant remains a Service Provider.  If, prior to any separation from      Service, a participant has executed and continues to adhere to a Management-Employee (“Key Employee”) Agreement in favor of      the Company which contains a non-competition provision, then such participant’s Award shall not be terminated and vesting shall      continue (to the extent the performance condition has been satisfied) through the end of two (2) additional Measurement Periods      following the participant’s separation from Service.  In addition, if prior to any separation from Service, a participant has executed   PERFSHR20  February 2020                                                





 






                                                             and continues to comply with the non-competition and non-solicitation provisions of a Management-Employee (“Key Employee”)      Agreement during any additional Measurement Periods, and if such participant has a minimum of five (5) consecutive years of      Service at the time of such separation, then such participant’s Award shall not be terminated and vesting shall continue (to the      extent the performance condition has been satisfied) through the end of additional Measurement Periods following such separation      from Service according to the following schedule:                   Sum of Age in Whole Years and Tenure in Years of Potential Post -Employment                            Whole Years                           Vesting                  At least 50 and less than 60                     3 years                  At least 60 and less than 70                     4 years                  At least 70 or greater                           5 years                                                                           Age and Tenure are individually rounded up to the nearest whole number and Tenure is defined as the period of time between a      participant’s date of separation from Service and the participant’s last date of hire (or in the case of an acquisition, the equivalent      last date of hire with the acquired entity).  Under no event, however, will any entitlement to continued vesting under this paragraph      cause the vesting period of any Award to exceed the five (5) year period specified in paragraph 5.      7.  Notwithstanding the foregoing, participants who embezzle or misappropriate Company funds or property, or who the Company has      determined have failed to comply with the terms and conditions of any of the following agreements which they may have executed      in favor of the Company: (i) Confidentiality and Noncompetition Agreement, (ii) Management-Employee Agreement, (iii) Sales-     Employee Agreement, (iv) Data Security Agreement, or (v) any other agreement containing post-employment restrictions, will      automatically forfeit all Awards, whether vested or unvested, and will retain no rights with respect to such performance shares.     8.  Except as otherwise provided in paragraphs 14 and 15, shares of the Company’s common stock shall be delivered to a participant      in settlement of vested performance shares in a single lump sum distribution of shares upon the earlier of (i) two years after the      participant’s separation from Service, or (ii) February 15, 2027. Payout of shares vested post-employment shall be accomplished as      soon as administratively practical following the public announcement of the previous year’s financial results.    9.  Performance shares may not be sold, exchanged, assigned, transferred, discounted, pledged or otherwise disposed of at any time      prior to delivery of the settlement shares as described herein.     10.  A participant will be entitled to receive payments on the performance shares credited to the participant’s account, whether vested or      unvested, when and if dividends are declared by the Company’s Board of Directors on the Company’s common stock, in an amount      of cash per performance share equal to the per share dividend amount payable to common stockholders of the Company.  Such      payments will be payable on the next regularly occurring payroll date after the corresponding dividend payment date.  Such      payments made before delivery of shares in settlement of performance shares will be paid through the Company’s payroll process      and treated as compensation income for tax purposes and will be subject to income and payroll tax withholding by the Company.    11.  In order to comply with all applicable federal, state or local tax laws or regulations, at the time that shares are delivered to a      participant in settlement of performance shares, the Company will withhold the minimum required statutory taxes based on the Fair      Market Value of the shares at the time of delivery.  In order to satisfy any such tax withholding obligation, the Company will withhold      a portion of the shares otherwise to be delivered with a Fair Market Value equal to the amount of such taxes.        12.  A performance share Award shall confer no rights of continued Service to any participant, nor will it interfere in any way with the      right of the Company to terminate such Service at any time.  The Company retains all rights to enforce any other agreement or      contract that the Company has with any participant.    13.  If there shall be any change in the Company’s common stock through merger, consolidation, reorganization, recapitalization,      dividend in the form of stock (of whatever amount), stock split or other change in the corporate structure of the Company,      appropriate adjustments shall be made in the number of performance shares that are vested or unvested under an Award as      contemplated by Section 12(a) of the Plan.    14.  In the event of a Change in Control (as defined in the Plan after giving effect to the final sentence of Section 2(f) thereof), the      vesting of outstanding performance shares shall be accelerated and shares in settlement of such vested performance shares shall      be delivered as soon as administratively practical, but in all events by the date that is 60 days after the date of the Change in      Control.      PERFSHR20  February 2020 





 






                                                         15.  In the event a participant dies or is determined to be subject to a Disability while a Service Provider, vesting of outstanding      performance shares shall be accelerated and shares shall be delivered in settlement of such vested performance shares as soon as      administratively practical, but in all events by the date that is 60 days after the date of the death or Disability.    16.  The Awards are made pursuant to the Plan, a copy of which has been provided to each participant, and are subject to its terms.       The terms of this Program Outline will be interpreted as to be consistent with the Plan, but if any provision in this Program Outline is      inconsistent with the terms of the Plan, the terms of the Plan will prevail.  By participating in the Company’s 2020 Performance      Share Program, a participant shall be deemed to have accepted all the conditions of the Plan, the Notice, this Program Outline, and      the terms and conditions of any rules adopted by the Compensation Committee pursuant to the Plan and shall be fully bound      thereby.  The documents governing an Award shall be subject to the choice of law provisions of Section 18(e) of the Plan.  To the      extent an Award is subject to Code Section 409A, it shall be subject to and administered in accordance with Section 18(g) of the      Plan, including subjecting any share delivery or amount payable to a “specified employee” as the result of a “separation from      service” (as those terms are defined in Code Section 409A) to the six-month payment delay rule described there.  If the six month      payment delay rule is applicable, then any shares that would have otherwise have been delivered during that six-month period will      be delivered upon completion of that six-month period, and any subsequent share deliveries shall be made as scheduled.       Notwithstanding the foregoing, although the intent is to comply with Code Section 409A, a participant shall be responsible for all      taxes and penalties that could result from a failure to comply (the Company and its employees shall not be responsible for such      taxes and penalties).      PERFSHR20  February 2020