C.H. Robinson, Inc. and Subsidiaries - Page 6

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          clause to commence upon termination of Meyer's employment with              
          International under which, after his employment with                        
          International, Meyer was prohibited from soliciting for 2 years             
          any of MCB's former clients.                                                
               The $750,000 contingent salary bonus was to be paid to Meyer           
          ratably in March of 1991, 1992, and 1993 -- $250,000 in each                
          year -- if the customs brokerage business of International                  
          reached a net profits goal in each year of $700,000, prior to               
          deductions for taxes and prior to Meyer's salary, bonus, and                
          profit-sharing contributions (net profits).  If the $700,000 net            
          profits goal was not reached, a pro rata share of the $250,000              
          salary bonus was to be paid to Meyer corresponding to the                   
          percentage of the $700,000 net profits goal that was reached.               
          The $700,000 net profits goal was based on the fact that MCB's              
          annual net profits in years immediately preceding 1990 were                 
          approximately $700,000.  After termination of employment with               
          International or after Meyer's death, no salary bonus would be              
          paid to Meyer or to his heirs.                                              
               For each of the years 1990, 1991, and 1992, in addition to             
          the $1,290,000 paid at closing, Meyer was paid the $292,000 under           
          the purported covenant not to compete.  Also with respect to                
          1990, 1991, and 1992, all or a majority of the $700,000 net                 
          profits goal for the customs brokerage business was reached, and            
          Meyer was paid by International as a salary bonus $245,905 in               





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