OTHER INFORMATION
−Removed: Exhibits filed with, or incorporated by reference into, this report:
−Removed: 10.1 First Amendment to the Receivables Purchase Agreement, dated February 1, 2022 by and among C.H.
−Removed: Robinson Worldwide, Inc., C.H.
−Removed: Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on February 23, 2022).
−Removed: Cooperation Agreement, dated February 28, 2022, by and among C.H.
−Removed: Robinson Worldwide, Inc., Ancora Catalyst Institutional, LP, Pacific Point Wealth Management LLC and the other entities and natural persons party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 28, 2022).
+Added: On July 27, 2022, the Talent and Compensation Committee (the “Committee”) of our Board of Directors approved the C.H.
+Added: Robinson Executive Separation and Change in Control Plan (the “Executive Severance Plan”), to be effective as of July 27, 2022.
+Added: The Executive Severance Plan is intended to provide severance benefits to our executives in the event of a qualifying involuntary termination of their employment under certain circumstances, including such a termination involving a change in control of the company.
+Added: Certain of our executives, including all of our executive officers, are eligible to participate in the Executive Severance Plan.
+Added: Executives who are parties to individual agreements providing for severance benefits are not eligible to participate in or receive benefits under the Executive Severance Plan.
+Added: However, Messrs.
+Added: Rajan and Zechmeister have agreed to waive the severance benefits provided under their employment agreements in order to be eligible for benefits under the Executive Severance Plan.
+Added: Under the Executive Severance Plan, following a termination by the company of an executive’s employment related to a reduction in staff, business reorganization, position elimination, closing of a business unit and other similar events, unless the executive’s employment is terminated for misconduct, failure to perform executive’s duties, actions which may harm the company, or any of the other reasons specified in the Executive Severance Plan (“cause”), an executive will be eligible to receive continuing base salary for 24 months (for the CEO), 18 months (for executive officers and presidents) or 12 months (for certain other vice presidents).
+Added: A terminated employee will also be eligible to receive a lump-sum amount of the executive’s monthly COBRA premium payment multiplied by the same number of months as the continued base salary.
+Added: The Executive Severance Plan also provides that if an executive is terminated by the company for cause or by the executive for “good reason” (as defined in tour equity incentive plan) within 24 months after a “change in control” (as defined in our equity plan), the executive will be eligible to receive a lump sum payment equal to 2.5 (for the CEO), 2.0 (for executive officers and presidents) or 1.0 (for certain other vice presidents) times the executive’s (i) annual salary, (ii) annual target bonus, and (iii) annual cost of COBRA premiums.
+Added: In addition, in connection with a termination following a change in control, all of an eligible executive’s outstanding equity awards will be fully vested (with performance awards vesting at the greater of actual or target performance levels).
+Added: However, if the applicable equity incentive plan or the eligible executive’s outstanding equity award agreements provide more favorable terms than those provided by the Executive Severance Plan, the more favorable terms will apply.
+Added: In addition, the Executive Severance Plan adopts a “net best benefit” approach with respect to addressing any potential parachute payments subject to Section 280G of the Internal Revenue Code.
+Added: To receive benefits under the Executive Severance Plan, an executive must sign and not revoke a separation agreement and general release of claims in the form we provide, including a non-disparagement agreement, comply with all other restrictive covenants, and the executive must work through the scheduled termination date.
+Added: The Committee may amend the Executive Severance Plan from time to time to provide for different severance benefits and/or severance benefit terms and conditions, or to eliminate severance benefits entirely, for all or a portion of our executives.
+Added: The purpose of adopting the Executive Severance Plan is to provide for market competitive severance benefits for executives to aid in the attraction and retention of executive talent.
+Added: The Executive Severance Plan is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
+Added: Exhibits filed with, or incorporated by reference into, this Quarterly Report:
+Added: Robinson Worldwide, Inc.
+Added: 2022 Equity Incentive Plan, effective May 5, 2022 (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed on March 22, 2022).
+Added: 10.2 Credit Agreement Dated as of May 6, 2022 Among C.H.
+Added: Robinson Worldwide Inc., the Lenders, and U.S.
+Added: Bank National Association, as Administrative Agent (incorporated by reference to the Company’s Current Form on Form 8-K filed on May 11, 2022)
+Added: Robinson Executive Separation and Change in Control Pla n
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101 Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended March 31, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document)
−Removed: 104 The cover page from the Quarterly Report on Form 10-Q of the company for the period ended March 31, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document)
−Removed: + Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S_K.
−Removed: The Company agrees to furnish supplementary a copy of any omitted schedule or exhibit to the U.S.
−Removed: Securities and Exchange Commission (the “SEC”) upon request.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on April 29, 2022.
+Added: 101 Financial statements from the Quarterly Report on Form 10-Q of the company for the period ended June 30, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document)
+Added: 104 The cover page from the Quarterly Report on Form 10-Q of the company for the period ended June 30, 2022 formatted in Inline XBRL (embedded within the Inline XBRL document)
+Added: * Filed herewith
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on July 29, 2022.
ROBINSON WORLDWIDE, INC.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.