Exhibit 10.22
AWARD OF DEFERRED SHARES
into the
XXXXXXXX COMPANIES
NONQUALIFIED DEFERRED COMPENSATION PLAN
THIS AGREEMENT, made and entered into as of December 21, 2000, by and
between X.X. XXXXXXXX WORLDWIDE, INC., a Delaware corporation ("CHRW") and XXXX
X. XXXXXXX, an individual residing in Xxxxxx County, Minnesota ("Xxxxxxx"):
WHEREAS, CHRW has established the 1997 Omnibus Stock Plan and is permitted
under the terms of that Omnibus Stock Plan to issue its shares and other
derivative securities to employees at various times and in various forms; and
WHEREAS, CHRW has established a nonqualified, defined contribution plan of
deferred compensation for the benefit of certain eligible employees known as the
"Xxxxxxxx Companies Nonqualified Deferred Compensation Plan" ("Plan"); and
WHEREAS, the Plan provides, in pertinent part, that CHRW may, in its sole
discretion make additional discretionary credits to the Account of a Participant
subject to such terms and conditions as are provided in the documents under
which the grant is made; and
WHEREAS, CHRW desires to make such a discretionary grant pursuant to the
1997 Omnibus Stock Plan to a sub-Account established under the Plan for the
benefit of Xxxxxxx upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in accordance with the terms and conditions of the Plan and
the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1) Conditional Grant. Pursuant to the authority contained in ss.3.2 of the
Plan and in accordance with the terms of the 1997 Omnibus Stock Plan, CHRW
hereby grants Xxxxxxx an Employer Discretionary Credit in the form of
169,492 Deferred Shares of the common stock of CHRW, par value of $.10 per
share ("Deferred Shares"). The Deferred Shares shall be credited to a
separate sub-Account established for Xxxxxxx under the Plan as of December
21, 2000.
2) Conditions. This grant is subject to the terms and conditions hereinafter
set forth and, unless expressly modified by this Agreement, the terms and
conditions contained in the Plan and in the 1997 Omnibus Stock Plan.
3) Vesting in Deferred Shares. The Deferred Shares allocated to a sub-Account
created for Xxxxxxx under the Plan shall become vested in Xxxxxxx ratably
over a period of fifteen (15) years of Vesting Service with CHRW. Service
before the date the Deferred Shares are credited to the separate
sub-Account pursuant to Section 1 above shall not be taken into account for
this purpose.
a) Subject to the foregoing,
i) Upon Xxxxxxx'x termination of employment on account of his death, his
disability as defined in section 72(m)(7) of the Internal Revenue Code
as it exists at the date of this agreement or on account of a Change
in Control as hereinafter defined, Xxxxxxx'x years of service for this
purpose shall be equal to the number of years and fractions of years
elapsed from the date the Deferred Shares are credited to the separate
sub-Account pursuant to Section 1 above to the time of that
termination of employment (e.g., if 4 years and 11 months have elapsed
from the date the Deferred Shares are credited to the separate
sub-Account pursuant to Section 1 above, Xxxxxxx shall be 59/180th or
32.7777% vested in the Deferred Shares in that sub-Account), but
ii) Under all other circumstances and at all other times, Xxxxxxx'x years
of service for this purpose shall be equal to Xxxxxxx'x whole number
of years elapsed from the date the Deferred Shares are credited to the
separate sub-Account pursuant to Section 1 above to that time (e.g.,
if 4 years and11 months have elapsed from the date the Deferred Shares
are credited to the separate sub-Account pursuant to Section 1 above,
Xxxxxxx shall be 4/15th or 26.6667% vested in the Deferred Shares in
that sub-Account).
b) Vesting shall not be accelerated on account of death, disability, change
in control or any other reason.
4) Dividend Equivalents on Deferred Shares. An amount equal to the dividends,
if any, that would be payable on that number of shares of CHRW common stock
equal to the number of Deferred Shares in Xxxxxxx'x sub-Account on a
dividend record date ("Dividend Equivalents") shall be credited to a
separate sub-Account established for Xxxxxxx under the terms of the Plan.
The Dividend Equivalents shall be deemed immediately re-invested in shares
of CHRW common stock (whole but not fractional shares) and all such
additional Deferred Shares shall be fully (100%) vested at all times.
Dividend Equivalents shall be credited to the separate sub-Account with
respect to such additional Deferred Shares and shall in turn be deemed
immediately reinvested in shares of CHRW common stock and all such deemed
reinvested shares shall be fully (100%) vested at all times.
5) Indexed Investment. The sub-Account that is attributable to Deferred Shares
and the sub-Account attributable to deemed reinvested dividends shall be
recorded as Deferred Shares and shall be held as Deferred Shares.
6) No In-Service Payments. Neither the sub-Account attributable to Deferred
Shares nor the sub-Account attributable to deemed reinvested dividends
shall be paid to or with respect to Xxxxxxx prior to Xxxxxxx'x termination
of employment. That is, those provisions of the Plan that permit in-service
payment under various circumstances shall not apply to either such
sub-Account.
7) Payments Upon Termination. Upon Xxxxxxx'x termination of employment
(whether voluntary or involuntary and whether by reason of retirement,
quit, discharge, death or other reason), the portion of Xxxxxxx'x
sub-Accounts which are then vested in Xxxxxxx shall be paid pursuant to the
time and form of payment elections Xxxxxxx has made (or the default rules
that are effective if Xxxxxxx has not made elections) as then provided in
the Plan. However, payment of the sub-Account that is attributable to
Deferred Shares and the sub-Account attributable to deemed reinvested
dividends shall be paid from the Plan only in the
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form of one share of CHRW common stock for each Deferred Share in Xxxxxxx'x
sub-Accounts and not in any other medium.
8) Miscellaneous
a) This grant is made pursuant to CHRW's 1997 Omnibus Stock Plan and is
subject to its terms. Xxxxxxx may request a copy of the 1997 Omnibus
Stock Plan from CHRW.
b) For the purpose of this Agreement, "Change in Control" means the date
(i) a public announcement (which, for purposes of this definition,
shall include, without limitation, a report filed pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act")) is made by CHRW or any Person that such Person beneficially
owns more than 50% of the Common Stock outstanding, (ii) CHRW
consummates a merger, consolidation or statutory share exchange with
any other Person in which the surviving entity would not have as its
directors at least 60% of the Continuing Directors and would not have
at least 60% of its common stock owned by the common shareholders of
CHRW prior to such merger, consolidation or statutory share exchange,
(iii) a majority of the Board of Directors is not comprised of
Continuing Directors or (iv) a sale or disposition of all or
substantially all of the assets of CHRW or the dissolution of CHRW. A
Continuing Director is a director recommended by the Board of
Directors of CHRW for election as a director of CHRW by stockholders.
"Person" means any individual, firm, corporation or other entity, and
shall include any successor (by merger or otherwise) of such entity.
c) This Agreement shall not confer on Xxxxxxx any right with respect to
continuance of employment by CHRW or any of its subsidiaries, nor will
it interfere in any way with the right of CHRW to terminate such
employment at any time. Xxxxxxx shall not posses the rights of a
stockholder with respect to shares subject to this grant until such
shares shall have been paid to Xxxxxxx from the Plan. Notwithstanding
the foregoing, if and to the extent that any shares are held in a
rabbi trust or similar arrangement in connection with this grant,
Wiehoff shall have the right to advise the custodian or trustee
regarding his wishes as to voting or taking other actions with regard
to such shares and the custodian or trustee may, in its discretion,
act on a basis consistent with those expressed intentions.
d) If there shall be any change in the shares of common stock of CHRW
through merger, consolidation, reorganization, recapitalization,
dividend in the form of stock (of whatever amount), stock split or
other change in the corporate structure of CHRW, appropriate
adjustments shall be made in the number of Deferred Shares in the
sub-Account or in the number and type of shares (or other securities
or other property) that are subject to the Deferred Shares in order to
prevent dilution or enlargement of rights.
e) CHRW shall at all times during the term of this Agreement reserve and
keep available such number of shares of CHRW common stock as will be
sufficient to satisfy the requirements of this Agreement.
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IN WITNESS WHEREOF, CHRW and Xxxxxxx have signed this Agreement as of
the day and year first above written
X.X. Xxxxxxxx Worldwide, Inc.
_______/s/ Xxxx X. Wiehoff________ By _____/s/D.R. Verdoorn________________
Xxxx X. Xxxxxxx Its ____Chief Executive Officer_________
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