C. H. ROBINSON WORLDWIDE, INC.

C.H. ROBINSON WORLDWIDE, INC.

AMENDED AND RESTATED

1997 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I. INTRODUCTION

Section 1.01 Purpose. The purpose of the C.H. Robinson Worldwide, Inc. Amended and Restated 1997 Employee Stock Purchase Plan is to provide employees of C.H. Robinson Worldwide, Inc., a Delaware corporation (the Company), and certain related corporations with an opportunity to share in the ownership of the Company by providing them with a convenient means for regular and systematic purchases of the Common Stock (as hereinafter defined) and, thus, to develop a stronger incentive to work for the continued success of the Company.

Section 1.02 Rules of Interpretation. The Plan includes two components: a 423 Component and a Non-423 Component. It is intended that the 423 Component of the Plan be an employee stock purchase plan as defined in Section 423(b) of the Internal Revenue Code of 1986, as amended (the Code), and Treasury Regulations promulgated thereunder, for United States employees, and the purchase rights granted under the Non-423 Component be for employees in locations outside of the United States. Except as otherwise provided in the Plan or determined by the Committee, the Non-423 Component will operate and be administered in the same manner as the 423 Component. Accordingly, the Plan shall be interpreted and administered in a manner consistent therewith. All Participants in the 423 Component will have the same rights and privileges with respect to each Purchase Period, consistent with the provisions of the Plan, to the extent required under Section 423 of the Code.

Section 1.03 Definitions. For purposes of the Plan, the following terms will have the meanings set forth below:

(a)423 Component means the part of the Plan, which excludes the Non-423 Component, pursuant to which rights are granted to purchase Common Stock during a Purchase Period that satisfy the requirements for an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(b)Acceleration Date means the effective date of (i) any consolidation or merger of the Company (other than the merger of C.H. Robinson, Inc. into C.H. Robinson Worldwide, Inc.) in which the Company is not the surviving corporation or pursuant to which shares of Company Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which stockholders of the Company immediately prior to the merger have substantially the same proportionate ownership of stock in the surviving corporation immediately after the merger; (ii) any sale, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (iii) any plan of liquidation or dissolution of the Company.

(c)Affiliate means any subsidiary corporation of the Company, as defined in Section 424(f) of the Code, whether now or hereafter acquired or established.

(d)Committee means the committee described in Section 10.01.

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(e)Common Stock means the Company’s Common Stock, $0.10 par value, as such stock may be adjusted for changes in the stock or the Company as contemplated by Article XI.

(f)Company means C.H. Robinson Worldwide, Inc., a Delaware corporation, and its successors by merger or consolidation as contemplated by Section 11.02.

(g)Compensation means all regular pay, including salary, annual bonuses, overtime, holiday pay, paid time off, bereavement pay, jury duty pay, disability benefits and commissions paid by the Company to a Participant in accordance with the terms of his or her service as an employee. The Committee, in its discretion, may exclude categories of compensation other than base compensation.

(h)Fair Market Value as of a given date means (i) if Company Common Stock is then listed on a national securities exchange, the closing price of a share of Common Stock (or if no sales were reported, the closing price on the date immediately preceding date on which a sale has been made), or (ii) if Company Common Stock is not then listed on a national securities exchange, the average of the closing representative bid and asked prices of the Common Stock on the most recent trading day during which sales have been made. If on a given date the shares of Common Stock are not publicly traded, the Committee shall determine the Fair Market Value in good faith, and such determination will be final and binding on all Participants.

(i)Non-423 Component means the part of the Plan (which excludes the 423 Component), pursuant to which rights are granted to purchase Common Stock during a Purchase Period that are not intended to be issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(j)Participant means a Permanent Full-Time Employee who is eligible to participate in the Plan under Section 2.01 and who has elected to participate in the Plan pursuant to Section 2.02.

(k)Participating Affiliate means any Affiliate which has been designated by the Committee from time to time in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

(l)Permanent Full-Time Employee means, as of the first day of a Purchase Period, an employee of the Company or a Participating Affiliate (including an officer or director who is also an employee) who has completed thirty (30) days of service as an employee of the Company or a Participating Affiliate prior to the beginning of a Purchase Period, and excluding any employee (i) who is under age eighteen (18), (ii) whose customary employment is less than twenty (20) hours per week, or (iii) whose customary employment is for not more than five (5) months in any calendar year. With respect to the Non-423 Component, the Committee may exclude certain employees of the Company or a Participating Affiliate located outside of the United States from being Permanent Part-Time Employees.

(m)Plan means the C.H. Robinson Worldwide, Inc. Amended and Restated 1997 Employee Stock Purchase Plan, as it may be amended, the provisions of which are set forth herein.

(n)Purchase Period means the approximate three-month period beginning on the first business day in January, April, July and October of each year and ending on the last business day in March, June, September and December of each year; provided, however, that the then current Purchase Period will end upon the occurrence of an Acceleration Date. The Committee shall have the authority to change the duration (but not to exceed a duration of 27 months), frequency, and start and end dates of Purchase Periods.

(o)Stock Purchase Account means the account maintained on the books and records of the Company recording the amount received from each Participant through payroll deductions made under the Plan.

ARTICLE II. ELIGIBILITY AND PARTICIPATION

Section 2.01 Eligible Employees. All Permanent Full-Time Employees shall be eligible to participate in the Plan beginning on the first day of the month following the date on which such Permanent Full-Time Employee has completed thirty (30) days of employment with the Company or a Participating Affiliate. Subject to the provisions of Article VI, each such employee will continue to be eligible to participate in the Plan so long as such employee remains a Permanent Full-Time Employee.

Section 2.02 Election to Participate. An eligible Permanent Full-Time Employee may elect to participate in the Plan for a given Purchase Period, in advance of that Purchase Period and in accordance with such terms and conditions as the Committee in its sole discretion may impose, using the method prescribed by the Company, which election shall authorize regular payroll deductions from Compensation beginning with the first payday in that Purchase

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Period, and shall remain in effect for each subsequent Purchase Period until the employee withdraws from the Plan or ceases to be eligible to participate in the Plan.

Section 2.03 Limits on Stock Purchase. No employee shall be granted any right to purchase Common Stock hereunder if such employee, immediately after such a right to purchase is granted, would own, directly or indirectly, within the meaning of Section 423(b)(3) and Section 424(d) of the Code, Common Stock possessing 5% or more of the total combined voting power or value of all the classes of the capital stock of the Company or of all Affiliates.

Section 2.04 Voluntary Participation. Participation in the Plan on the part of a Participant is voluntary and such participation is not a condition of employment nor does participation in the Plan entitle a Participant to be retained as an employee.

ARTICLE III. PAYROLL DEDUCTIONS, COMPANY

CONTRIBUTIONS AND STOCK PURCHASE ACCOUNT

Section 3.01 Deduction from Pay. The form described in Section 2.02 will permit a Participant to elect payroll deductions of any whole percent, which may be no less than 1% and no more than 15%, of such Participant’s Compensation for each pay period, subject to such other limitations as the Committee in its sole discretion may impose. A Participant may cease making payroll deductions at any time upon withdrawal from a Purchase Period or the Plan pursuant to Section 6.01, subject to such limitations as the Committee in its sole discretion may impose.

Section 3.02 Credit to Account. Payroll deductions will be credited to the Participant’s Stock Purchase Account on each payday for the 423 Component, and on the last day of the fiscal quarter for the Non-423 Component. In the event that any excess credits are inadvertently made, they shall be withdrawn and refunded to the Participant.

Section 3.03 Interest. No interest will be paid upon payroll deductions or on any amount credited to, or on deposit in, a Participant’s Stock Purchase Account.

Section 3.04 Nature of Account. The Stock Purchase Account is a bookkeeping account established solely for accounting purposes, and all amounts credited to the Stock Purchase Account will remain part of the general assets of the Company or the Participating Affiliate (as the case may be). The Company shall have no obligation to hold such amounts in a trust or in any segregated account.

Section 3.05 No Additional Contributions. A Participant may not make any payment into the Stock Purchase Account other than the payroll deductions made pursuant to the Plan, except to permit contributions by Participants in order to adjust for mistakes in the Company’s processing of properly completed Participant

election forms.

ARTICLE IV. RIGHT TO PURCHASE SHARES

Section 4.01 Number of Shares. Each Participant will have the right to purchase on the last business day of the Purchase Period the maximum number of shares of Common Stock, whether whole or fractional, that can be purchased at the price specified in Section 4.02 with the entire credit balance in the Participant’s Stock Purchase Account, subject to the limitations that:

(a) No more than 5,000 shares of Common Stock may be purchased under the Plan by any one Participant for a given Purchase Period; and

(b) The maximum dollar value (based on the Fair Market Value determined at the beginning of each Purchase Period) of Common Stock and other stock that may be purchased under the Plan, and all other employee stock purchase plans (if any) of the Company and the Affiliates, by any one Participant for any calendar year may not exceed the amount set forth in Section 423(b)(8) of the Code; provided that (a) such maximum amount shall be $25,000 unless the Committee determines that the maximum shall be increased (subject to the limitations of Section 423(b)(8) of the Code), and (b) the Company shall have the option to reduce the foregoing dollar limitation as of the start of any Purchase Period.

If the purchases for all Participants would otherwise cause the aggregate number of shares of Common Stock to be sold under the Plan to exceed the number specified in Section 10.04, each Participant shall be allocated a pro rata portion of the Common Stock to be sold, and any amount remaining in a Participant’s Stock Purchase Account after the last business day of a Purchase Period due to an insufficient number of shares of Common Stock available for purchase will be refunded to the Participant in cash within thirty (30) days after the end of that Purchase Period.

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Section 4.02 Purchase Price. The purchase price for any Purchase Period shall be that price determined by the Committee prior to the first business day of that Purchase Period, which price may, in the discretion of the Committee, be a price which is not fixed or determinable as of the first business day of that Purchase Period; provided, however, that in no event shall the purchase price for any Purchase Period be less than (a) 85% of the Fair Market Value of the Common Stock on the first business day of that Purchase Period or (b) 85% of the Fair Market Value of the Common Stock on the last business day of that Purchase Period, whichever is lower, in each case rounded up to the next higher full cent; provided further, however, that the purchase price for the first Purchase Period under the Plan, and all subsequent Purchase Periods until the Committee takes action to revise it in accordance with this Section 4.02, shall be 85% of the Fair Market Value of the Common Stock on the last business day of that Purchase Period, rounded up to the next higher full cent.

ARTICLE V. EXERCISE OF RIGHT

Section 5.01 Purchase of Stock. On the last business day of a Purchase Period, the entire credit balance in each Participant’s Stock Purchase Account will be used to purchase the maximum number of whole or fractional shares of Common Stock purchasable with such amount (subject to the limitations of Section 4.01), unless the Participant has filed an election with the Company that requests withdrawal from the Plan and the distribution of the entire credit balance in cash pursuant to Section 6.01 of the Plan.

Section 5.02 Notice of Acceleration Date. The Company shall use its best efforts to notify each Participant in writing at least ten (10) days prior to any Acceleration Date that the then current Purchase Period will end on such Acceleration Date.

ARTICLE VI. WITHDRAWAL FROM PLAN; SALE OF STOCK

Section 6.01 Voluntary Withdrawal. A Participant may, in accordance with such terms and conditions as the Committee in its sole discretion may impose, withdraw from the Plan and cease making payroll deductions using the method prescribed by the Company no later than the date specified by the Committee, which must be prior to the last day of the Purchase Period. In such event, the entire credit balance in the Participant’s Stock Purchase Account will be paid to the Participant in cash within 30 days. A Participant who withdraws from the Plan will not be eligible to reenter the Plan until the beginning of the next Purchase Period following the date of such withdrawal.

Section 6.02 Termination of Employment. In the event of a Participant’s termination of employment for any reason from the Company or a Participating Affiliate, or if the Participant ceases to be a Permanent Full-Time Employee, participation in the Plan will cease on the date the Participant terminates employment or ceases to be a Permanent

Full-Time Employee. In such event, no Common Stock will be purchased, and the entire credit balance in such Participant’s Stock Purchase Account will be paid to the Participant in cash within 30 days after the end of the Purchase Period during which such Participant’s employment terminated. For purposes of this Section 6.02, a Participant will continue to be considered a Permanent Full-Time Employee upon a transfer of employment to any Affiliate, or a leave of absence which has been approved by the Committee.

ARTICLE VII. NONTRANSFERABILITY

Section 7.01 Nontransferable Right to Purchase. The right to purchase Common Stock hereunder may not be assigned, transferred, pledged or hypothecated (whether by operation of law or otherwise), and will not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition or levy of attachment or similar process upon the right to purchase will be null and void and without effect.

Section 7.02 Nontransferable Account. The amounts credited to a Stock Purchase Account may not be assigned, transferred, pledged or hypothecated in any way, and any attempted assignment, transfer, pledge, hypothecation or other disposition of such amounts will be null and void and without effect.

Section 7.03 Nontransferable Shares. Except as the Committee shall otherwise permit, during the 21-month period following the purchase of Common Stock by a Participant pursuant to Section 5.01 under the 423 Component of the Plan, the Common Stock so purchased may not be assigned, transferred, pledged or hypothecated in any way, and any attempted assignment, transfer, pledge, hypothecation or other disposition of such share or shares will be null and void and without effect.

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ARTICLE VIII. ISSUANCE OF COMMON STOCK

Section 8.01 Delivery. Promptly after the last day of each Purchase Period and subject to such terms and conditions as the Committee in its sole discretion may impose, the Company will cause the Common Stock then purchased to be issued. All Common Stock issued under the Plan will be issued in uncertificated form. Any amount payable or Common Stock to be issued to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board of Directors, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

Section 8.02 Completion of Purchase. A Participant shall have no interest in the Common Stock subject to a purchase right pursuant to Section 4, and will not have any voting, dividend or other rights of a shareholder with respect to the shares of Common Stock subject to any purchase right until such Common Stock is issued pursuant to Section 8.01.

Section 8.03 Form of Ownership. The Common Stock issued under the Plan will be registered in the name of the Participant or jointly in the name of the Participant and another person as joint tenants with right of survivorship, as the Participant may elect using the method prescribed by the Company, and any joint tenancy may not be terminated until the holding period set forth in Section 7.03 is met.

ARTICLE IX. EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PLAN

Section 9.01 Effective Date. The Plan originally became effective on January 1, 1998. This Amended and Restated Plan will be effective on January 1, 2027, provided that if the Company’s shareholders do not approve the Amended and Restated Plan by December 31, 2026, the Amended and Restated Plan shall be of no effect and the prior terms of the Plan shall apply.

Section 9.02 Plan Commencement. The initial Purchase Period under the Plan commenced on the first business day in January 1998. Thereafter, each succeeding Purchase Period will commence and terminate in accordance with Section 1.03(n).

Section 9.03 Powers of Board. The Board of Directors may amend or discontinue the Plan at any time.

Section 9.04 Automatic Termination. The Plan shall automatically terminate when all of the shares of Common Stock provided for in Section 10.04 have been sold.

ARTICLE X. ADMINISTRATION

Section 10.01 The Committee. The Plan shall be administered by a committee (the Committee) established by the Board of Directors. The members of the Committee need not be directors of the Company and shall be appointed by and serve at the pleasure of the Board of Directors. The Committee shall be the Talent and Compensation Committee of the Board of Directors unless otherwise specified by the Board of Directors.

Section 10.02 Powers of Committee. Subject to the provisions of the Plan, the Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan, to establish deadlines by which the various administrative forms must be received in order to be effective, to adopt sub-plans as necessary or appropriate to permit or facilitate participation in the Plan by employees who are foreign nationals or employed or located outside the United States, and to adopt such other rules and regulations for administering the Plan as it may deem appropriate. The Committee shall have full and complete authority to determine whether all or any part of the Common Stock acquired pursuant to the Plan shall be subject to restrictions on the transferability thereof or any other restrictions affecting in any manner a Participant’s rights with respect thereto but any such restrictions shall be contained in the form by which a Participant elects to participate in the Plan pursuant to Section 2.02. Decisions of the Committee will be final and binding on all parties who have an interest in the Plan.

Section 10.03 Delegation of Administration. Subject to the terms of the Plan and applicable law, the Committee may delegate ministerial duties associated with the administration of the Plan to such of the Company’s officers, employees or agents as the Committee may determine.

Section 10.04 Stock to be Sold. The Common Stock to be issued and sold under the Plan may be treasury shares or authorized but unissued shares. Subject to adjustment as provided in Section 11.01 or 11.02, the aggregate number of shares of Common Stock to be sold under the Plan will not exceed 11,500,000 shares, which includes 8,000,000 originally reserved under the Plan, and 3,500,000 shares added upon the amendment and restatement of the Plan. All 11,500,000 shares of Common Stock may be sold under the Section 423 Component (and for avoidance of

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doubt, may alternatively be sold under the Non-Section 423 Component). If any purchase right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased will again become available for issuance under the Plan.

Section 10.05 Notices. Notices to the Committee should be addressed as follows:

C.H. Robinson Worldwide, Inc.

Attn: Talent & Compensation Committee

14701 Charlson Road

Eden Prairie, MN 55347

ARTICLE XI. ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY

Section 11.01 Stock Dividend or Reclassification. If the outstanding shares of Common Stock are increased, decreased, changed into or exchanged for a different number or kind of securities of the Company, or shares of a different par value or without par value, through reorganization, recapitalization, reclassification, stock dividend, stock split, amendment to the Company’s Certificate of Incorporation, reverse stock split or otherwise, an appropriate adjustment shall be made in the maximum numbers and kind of securities to be purchased under the Plan with a corresponding adjustment in the purchase price to be paid therefor.

Section 11.02 Merger or Consolidation. If the Company is merged into or consolidated with one or more corporations during the term of the Plan, appropriate adjustments will be made to give effect thereto on an equitable basis in terms of issuance of shares of the corporation surviving the merger or of the consolidated corporation, as the case may be.

Section 11.03 Rule 16b-3. The terms and conditions of purchase rights granted under the Plan to, and the purchase of shares of Common Stock by persons subject to Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) will comply with the applicable provisions of Exchange Act Rule 16b-3. In the cases of any such persons, this Plan and purchase rights issued to such persons will be deemed to contain, and the shares of Common Stock issued upon exercise of purchase rights, will be subject to such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions on behalf of such persons.

ARTICLE XII. APPLICABLE LAW

Rights to purchase Common Stock granted under the Plan shall be construed and shall take effect in accordance with the laws of the State of Minnesota.