Exhibit 10.1
[C.H. Robinson Letterhead]
March 26, 1999
OPERATIONAL EXECUTIVE COMPENSATION PROGRAM (O.E.C.P.)
The Compensation Committee is pleased to continue the O.E.C.P. compensation
program for certain selected operating personnel. Some modifications to the
program have been made which the Compensation Committee believes will be
beneficial. Only continued growth will cause this program to give you
increasing financial rewards.
1. The program will run for one calendar year, commencing in 1999. There
is no commitment by the Committee or the Company that the program will
continue beyond this year.
2. The units allocated to you below are for the year 1999. These units may
be decreased or increased, or remain the same in any year at the
discretion of the Committee.
3. The individual must be an employee on December 31 of the plan year in
order to earn the award. In the event of a sale of substantially all of
the assets of the Company or a change in ownership of 50 percent or
more of the Company's outstanding stock, the individual need only work
through the date of the asset sale or change in ownership to earn the
award.
4. Payment of any awards earned hereunder will be paid in cash.
5. Profit Sharing will be paid only on those awards earned and paid, and
in the year those awards are in fact paid.
6. This award shall be based on C. H. Robinson Worldwide, Inc., (the
Company's) adjusted gross net earnings from operations, (earnings prior
to federal and state income taxes, profit sharing, extraordinary gains
or losses from sale of all or part of various businesses, and this
plan, O.E.C.P.), as determined by the Compensation Committee, which
determination shall be final and binding on all parties; provided,
however, that the foregoing computation of earnings shall eliminate,
and shall not take into account, any deduction or amortization on
account of any goodwill, going concern value, covenants not to compete
or any other similar or related intangible. In addition, any tax exempt
investment income will be grossed up to a taxable equivalent using the
applicable federal corporate income tax rate. The contributions shall
be determined by taking the number of units in each bracket and
multiplying by the unit value shown. For example, if we were to achieve
our 1999 Budget of $92,000,000 Gross Net each unit in the following
brackets would have a value as follows:
A to D $10,000,000 to $30,000,000
E to H $30,000,000 to $50,000,000
I to L $50,000,000 to $70,000,000
M $70,000,000 to $75,000,000
N $75,000,000 to $80,000,000
O $80,000,000 to $85,000,000
P $85,000,000 to $90,000,000
Q $90,000,000 to $95,000,000
R $95,000,000 to $100,000,000
S $100,000,000 to $105,000,000
T $105,000,000 to $110,000,000
You have been awarded the following units:
Number of Units
---------------
A to D $10,000,000 to $30,000,000
E to H $30,000,000 to $50,000,000
I to L $50,000,000 to $70,000,000
M $70,000,000 to $75,000,000
N $75,000,000 to $80,000,000
O $80,000,000 to $85,000,000
P $85,000,000 to $90,000,000
Q $90,000,000 to $95,000,000
R $95,000,000 to $100,000,000
S $100,000,000 to $105,000,000
T $105,000,000 to $110,000,000
7. Any awards earned hereunder shall be paid in February following the end of
the year to which the cash award relates.
8. Any payment due hereunder will be forfeited if you leave the Company and are
employed or perform a service that is determined to be in direct competition
with C. H. Robinson Worldwide, Inc. or its subsidiaries, or if you disclose
any confidential information or trade secrets of C. H. Robinson Worldwide,
Inc. or its subsidiaries. The Compensation Committee's determination of this
is final. Your participation in the program shall not confer on you any
right with respect to continuance of employment with the Company, nor will
it interfere in any way with the right of the Company to terminate such
employment at any time. Furthermore, the adoption of this program will not
in any way interfere with the right of the Company to select among, adopt or
change any business investment or compensation policies or plans at any time
or from time to time in its sole and absolute discretion.
9. Individuals may take advances against the awards. The advance that may be
taken is subject to the absolute discretion of the Compensation Committee.
10. The Company has the right and obligation to withhold the following from
advances and final payouts: federal and state income tax withholding, FICA
withholding, loan payments to the Company, and any other withholding
required by law.
The Committee is enthusiastic about this program, as it feels that the more
incentives it can provide each person, the more vitally and personally
interested and involved this person will become in making C. H. Robinson
Worldwide, Inc. a bigger and better company.
Your very truly,
D. R. (Sid) Verdoorn
DRV/bjp
Enclosure