Exhibit 10.4
MANAGEMENT-EMPLOYEE
AGREEMENT
Central Office
This Management-Employee Agreement,
dated as of
, 2003, is made and entered into between C. H. Robinson Worldwide,
Inc., a Delaware corporation, and its subsidiaries
(“Employer”) and
(“Key Employee”).
WHEREAS, Key Employee currently is a
management employee of Employer; and
WHEREAS, Employer desires to employ
Key Employee, and Employee desires to be employed by Employer,
according to the terms of this Agreement.
NOW, THEREFORE, in consideration of
the mutual obligations incurred and benefits obtained hereunder,
the sufficiency of which is admitted, Employer 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 . This Agreement
shall take effect when signed by Employer and, unless earlier
terminated, shall expire at the end of fifteen (15) days notice
given by either Employer or Key Employee (the “Term”).
If Employer and Key Employee mutually agee to extend Key
Employee’s employment beyond the end of the Term, the parties
may do so according to a written agreement setting forth mutually
agreeable terms and conditions of employment. Following expiration
of this Agreement, if Key Employee remains employed by Employer,
his employment will be governed by the terms and conditions 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 is under no contractual
commitments inconsistent with Key Employee’s obligations set
forth in this Agreement and that, during the term of this
Agreement, Key Employee will not render or perform any services for
any other corporation, firm, entity or person which are
inconsistent with the provisions of this Agreement or which would
otherwise impair Key Employee’s ability to perform Key
Employee’s duties hereunder.
4. Compensation .
4.01 Base Salary . As base
compensation for all services to be rendered by Key Employee under
this Agreement during the Term, Employer shall pay to Key Employee
an annualized salary. 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 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.
4.03 Equity Compensation .
During the Term, Key Employee shall be eligible to participate in
Employer’s 1997 Omnibus Stock Plan and any successor plans,
in a manner consistent with other employees having comparable
positions, duties and performance. The terms and conditions of Key
Employee’s entitlement to any equity compensation will be
determined by the terms of the equity grant.
4.04 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 of Key
Employee and Employer’s performance of its obligations
hereunder, Key Employee agrees that he shall comply with all of the
applicable 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 . Key
Employee’s employment pursuant to this Agreement shall
terminate automatically prior to the expiration of the Term in the
event of Key Employee’s death, or in the event of Key
Employee’s total disability which results
in Key Employee’s inability to perform the
essential functions of Key Employee’s position with or
without reasonable accommodation, provided Key Employee has
exhausted Key Employee’s entitlement to any applicable leave,
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 prior to the expiration of the Term in
the event Employer shall determine, in its sole discretion, that
there is “cause” to terminate Key Employee’s
employment, which shall include 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;
(ii) Key Employee’s indictment
on 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 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, 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 terminate Key Employee’s
employment at any time prior to the expiration of the Term for any
reason, and without notice.
6.04 Termination by Key
Employee . Key Employee may terminate this Agreement at any
time during the Term 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. During the Term, if (i) Key
Employee’s employment terminates due to Key Employee’s
death or total disability, or (ii) Employer terminates Key
Employee’s employment with cause in accordance with Section
6.02, or (iii) Employer terminates Key Employee’s employment
without cause under Section 6.03, or (iv) Key Employee voluntarily
terminates his employment under Section 6.04, Key Employee shall
not be entitled to receive any further compensation under the
provisions of this Agreement after the effective date of such
termination.
B. Key Employee shall only be
entitled to continued option vesting, or extended exercise period,
as such is described in an option grant, if Key Employee signs and
then does not rescind a general release of claims in a form
acceptable to Employer. If Key Employee does not sign, or signs but
then rescinds such a general release of claims, Key Employee shall
not be entitled to continued option vesting, or extended exercise
period, as such is described in an option grant.
Notwithstanding any other provision
in this Agreement, should Key Employee’s employment be
terminated for any reason, he will 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.
C. 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 Section 7 hereof.
6.06 Surrender of Records and
Property . Upon termination of Key Employee’s employment
with Employer for any reason, 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 thereof, which are the property of Employer or which
relate in any way to the business, products, practices or
techniques of Employer, and all other property, trade secrets and
confidential information of Employer, including, but not limited
to, all tangible,
written, graphical, machine readable and other
materials (including all copies) which in whole or in part contain
any trade secrets or confidential information of employer which in
any of these cases are in Key Employee’s possession or under
Key Employee’s control.
7. Restrictive Covenants
.
7.01 Noncompetition . In
consideration of Employer’s hiring of Key Employee, Key
Employee’s employment hereunder, and the significant
financial benefits Key Employee will receive under the
Employees’ 1997 Omnibus Stock Plan, and any successor plans,
Key Employee agrees that, during the “Restricted
Period” (as hereinafter defined), Key Employee shall not,
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 . Because Employer’s business operates on a
world-wide basis, the obligations of Key Employee under this
Section 7 shall apply anywhere in North America.
(ii) Limitation on Covenant .
Ownership by Key Empl
