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Exhibit 10.12
CHRW Management Restricted
Stock Program
C.H. Robinson Worldwide, Inc. (the
“Company”) is permitted under the terms of its 1997
Omnibus Stock Plan to issue its shares and other derivative
securities to employees at various times and in various forms. The
Company has also established a nonqualified, deferred compensation
plan for the benefit of certain eligible employees known as the
“Robinson Companies Nonqualified Deferred Compensation
Plan” (the “Deferred Compensation Plan”). The
Deferred Compensation Plan provides, in part, that the Company may,
in its sole discretion, make discretionary credits to the account
of a participant, subject to such terms and conditions established
by the Company.
Program
Outline
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1.
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Participant’s account in the Deferred
Compensation Plan will be credited with restricted stock of the
Company.
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2.
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Beginning on
December 31, 2009, and on each December 31 thereafter
through December 31, 2013, a portion of the restricted shares
will vest, but only if and only to the extent that the
Company’s Vesting Indicator (VI) is greater than zero for the
respective year, as determined by the Compensation Committee of the
Company’s Board of Directors. The VI is defined as the sum of
5 percentage points plus the average of the following items
(A) and (B) rounded to the nearest whole percentage:
(A) the percentage increase (or decrease) of Company income
from operations for the current year over the prior year rounded to
two decimals and (B) the percentage increase (or decrease) in
Company diluted net income per share for the current year over the
prior year rounded to two decimals.
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Example
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Prior Year
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Current Year
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Percentage
Increase
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Income from Operations (A)
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$
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100,000,000
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$
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114,000,000
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14.00
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%
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Diluted EPS (B)
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1.00
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1.15
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15.00
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%
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Average Percentage Increase of (A) and
(B)
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14.50
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%
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Add: 5 Percentage Points
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19.50
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%
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Rounded to the Nearest Whole
Percentage
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VI=20.00
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%
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3.
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In determining
how many shares are vested at the end of each year, the VI is
multiplied by the original restricted stock grant and then rounded
to the nearest whole share.
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Example
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