Employment offer letter agreement with Damon Lee

You will receive a one-time signing bonus of $1,400,000, less applicable withholdings, payable to you on the next regular payroll date after your employment start date. If your employment ends prior to the two (2) year anniversary of your employment start date as a result of either: (1) the Company terminating your employment for Cause (as “Cause” is defined in the C.H. Robinson Worldwide, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”), a copy of which is enclosed with this letter agreement) or your resignation for any reason, then you must repay the entire gross amount of the signing bonus to the Company within thirty calendar (30) days after your last day of employment with the Company.

Annual Grants. On your employment start date, you will receive an initial annual award of performance stock units (the “PSUs”) and restricted stock units (the “RSUs”) having an aggregate value equal to $1,800,000 (the “Annual LTI Value”), which amounts reflect the full annual value of your long-term incentive award for 2024. The terms and conditions of such PSUs and RSUs will be as set forth in the forms of award agreements granted to other executive officers of the Company in connection with their annual grants for 2024. The number of shares subject to the RSUs and the target number of shares subject to the PSUs will be determined by dividing the Annual LTI Value by 60% (in the case of the PSUs) and by 40% (in the case of the RSUs), and then in either case dividing by the average closing price of a share of the Company’s common stock during the 30-day period ending on the trading date before your employment start date, and rounding down to the nearest whole number. Annual equity grants for future years will be determined by the Board’s Talent and Compensation Committee and will be subject to the same terms and conditions as comparable awards to the Company’s other executive officers.

Make-Whole Award. On your employment start date, you will receive an award of time-based make-whole restricted stock units (the “Make-Whole RSUs”). The terms and conditions of the Make-Whole RSUs will be as set forth in the form of award agreement for the RSUs granted to other executive officers of the Company in connection with their annual grants for 2024, except that the Make-Whole RSUs will provide for accelerated vesting of the full award in the event your employment is involuntarily terminated without Cause (as in the 2022 Equity Incentive Plan). The number of shares subject to the Make-Whole RSUs will be determined by dividing $2,500,000 by the average closing price of a share of the Company’s common stock during the 30-day period ending on the trading date before your employment start date, and rounding down to the nearest whole number. The Make-Whole RSUs will vest as to 33% of the shares on each of the first and second annual anniversaries of the date of grant and as to 34% of the shares on the third annual anniversary of the date of grant.

Qualifying Termination: For purposes of determining your eligibility for any severance benefits under the Executive Separation Plan, a “Qualifying Termination” shall include any involuntary termination of your employment by the Company without “Cause” (as defined in the 2022 Equity Incentive Plan).

Non-Competition Condition: The Company intends to amend the Executive Severance Plan to provide that certain payments under the Executive Separation Plan will be subject to a condition that any Eligible Executive not compete with the Company during the period while such payments are being made, without prohibiting the Eligible Executive from electing to work for any other employer in any capacity after employment with the Company ends instead of continuing to receive such payments.

The Company will reimburse your relocation expenses in accordance with the terms of the Company’s executive expense relocation expense policy, a copy of which is enclosed. You are required to repay any relocation expenses paid or reimbursed by the Company if before the one (1) year anniversary of your employment start date your employment with the Company is terminated by the Company for Cause (as “Cause” is defined in the 2022 Equity Incentive Plan) or because you resign from employment with the Company for any reason.

C.H. Robinson 2024 Benefits Guide

E-Signature Disclosures & Consent agreement

Date: June 4, 2024