Common use of Tax Treatment; Section 409A Clause in Contracts

Tax Treatment; Section 409A. You may incur tax liability as a result of the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended to be exempt from Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or benefits upon settlement of Performance Units may be subject to Section 409A. To the extent that Grantee and this Agreement are subject to Section 409A, this Agreement will be interpreted and administered in accordance with the intent that Grantee not be subject to tax under Section 409A. In the event that Grantee is determined to be a “specified employee” within the meaning of Section 409A, any payments on account of termination of Service will be accumulated and paid without interest on the first business day following the date that is six months after the date of Grantee's termination of Service to the extent required to avoid any adverse tax consequences under Section 409A. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid under this Agreement will be construed as a separate identified payment for purposes of Section 409A. The Committee, in its sole discretion and without Grantee's consent, may amend or modify this Agreement in any manner and delay payment of any amounts payable to satisfy the requirements of Section 409A. Notwithstanding any provision of this Agreement or the Plan to the contrary, in no event will Intrepid or any of its Affiliates be liable to Grantee or any other person on account of an Award's failure to (a) qualify for favorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.

Tax Treatment; Section 409A. You may incur tax liability as a result of the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended to be exempt from Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or Executive’s severance benefits upon settlement of Performance Units may shall be subject to Section 409A. To mandatory withholding, including federal, state and local income taxes, as well as FICA and withholding for applicable insurance premiums. If and to the extent that Grantee and this Agreement are subject any portion of any payment, compensation or other benefit provided to Section 409A, this Agreement will be interpreted and administered Executive in accordance connection with the intent that Grantee not be subject to tax his “separation from service” as determined under Section 409A. In the event that Grantee 409A is determined to be a constitute “specified employeenonqualified deferred compensation” within the meaning of Section 409A409A and the Employee is a specified employee as defined in Section 409A(a)(2)(B)(i), any payments on account as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of termination of Service will the payment, compensation or other benefit shall not be accumulated and paid without interest on before the first business day following the date that is six months plus one day after the date of Grantee's termination separation from service (the “New Payment Date”), except as Section 409A may then permit. The aggregate of Service any payments that otherwise would have been paid to Executive during the extent required period between the date of separation from service and the New Payment Date shall be paid to avoid Executive in a lump sum on such New Payment Date, and any adverse tax consequences under Section 409A. remaining payments will be paid on their original schedule. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each each amount to be paid under this Agreement will or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The Committee409A, and any payments described in its sole discretion and without Grantee's consent, may amend Section 6 that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or modify this Agreement in any manner and delay payment defer the delivery of any amounts payable such payments or benefits except to satisfy the requirements extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this the foregoing, to the extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Plan to Company, the contrary, in no event will Intrepid Board nor its or any of its Affiliates their designees or agents shall be liable to Grantee Executive or any other person on account of an Award's failure to (a) qualify for favorable U.S. tax treatment any actions, decisions or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.determinations made in good faith.

Tax Treatment; Section 409A. You may incur tax liability Executive's severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, as a result of well as FICA and withholding for applicable insurance premiums. If and to the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition extent any portion of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended payment, compensation or other benefit provided to be exempt Executive in connection with his "separation from service" as determined under Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or benefits upon settlement of Performance Units may be subject to Section 409A. To the extent that Grantee and this Agreement are subject to Section 409A, this Agreement will be interpreted and administered in accordance with the intent that Grantee not be subject to tax under Section 409A. In the event that Grantee is determined to be a “specified employee” constitute "nonqualified deferred compensation" within the meaning of Code Section 409A409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i), any payments on account as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of termination of Service will the payment, compensation or other benefit shall not be accumulated and paid without interest on before the first business day following the date that is six months plus one day after the date of Grantee's termination separation from service (the "New Payment Date"), except as Section 409A may then permit. The aggregate of Service any payments that otherwise would have been paid to Executive during the extent required period between the date of separation from service and the New Payment Date shall be paid to avoid Executive in a lump sum on such New Payment Date, and any adverse tax consequences under Section 409A. remaining payments will be paid on their original schedule. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each each amount to be paid under this Agreement will or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The Committee409A, and any payments described in its sole discretion and without Grantee's consent, may amend Section 6 that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or modify this Agreement in any manner and delay payment defer the delivery of any amounts payable such payments or benefits except to satisfy the requirements extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this the foregoing, to the extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Plan to Company, the contrary, in no event will Intrepid Board nor its or any of its Affiliates their designees or agents shall be liable to Grantee Executive or any other person on account of an Award's failure to (a) qualify for favorable U.S. tax treatment any actions, decisions or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.determinations made in good faith.

Tax Treatment; Section 409A. You may incur tax liability as a result of the issuance, vesting, or settlement exercise of the Performance Units, or amounts payable or paid under this Agreement Option or the disposition of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally The Option is not intended to be exempt from constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, and the terms of this Agreement will be construed to preserve such exemptionaccordingly. However, under certain circumstances, payments or benefits upon settlement of Performance Units under the Award may be subject to Section 409A. To the extent that Grantee you and this Agreement are subject to Section 409A, this Agreement will be interpreted and administered in accordance with the intent that Grantee you not be subject to tax under Section 409A. In the event that Grantee is you are determined to be a “specified employee” within the meaning of Section 409A, any payments on account of termination of Service will be accumulated and paid without interest on the first business day following the date that is six months after the date of Grantee's your termination of Service to the extent required to avoid any adverse tax consequences under Section 409A. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid under this Agreement will be construed as a separate identified payment for purposes of Section 409A. The Committee, in its sole discretion and without Grantee's your consent, may amend or modify the Option and this Agreement in any manner and delay payment of any amounts payable to satisfy the requirements of Section 409A. Notwithstanding any provision of this Agreement, the Plan, or any Applicable Severance Agreement or the Plan to the contrary, in no event will Intrepid or any of its Affiliates be liable to Grantee or any other person on account of an Award's ’s failure to (a) qualify for favorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.

Tax Treatment; Section 409A. You may incur tax liability Executive’s severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, as a result of well as FICA and withholding for applicable insurance premiums. If and to the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition extent any portion of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended payment, compensation or other benefit provided to be exempt Executive in connection with his “separation from service” as determined under Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or benefits upon settlement of Performance Units may be subject to Section 409A. To the extent that Grantee and this Agreement are subject to Section 409A, this Agreement will be interpreted and administered in accordance with the intent that Grantee not be subject to tax under Section 409A. In the event that Grantee is determined to be a constitute “specified employeenonqualified deferred compensation” within the meaning of Code Section 409A409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i), any payments on account as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of termination of Service will the payment, compensation or other benefit shall not be accumulated and paid without interest on before the first business day following the date that is six months plus one day after the date of Grantee's termination separation from service (the “New Payment Date”), except as Section 409A may then permit. The aggregate of Service any payments that otherwise would have been paid to Executive during the extent required period between the date of separation from service and the New Payment Date shall be paid to avoid Executive in a lump sum on such New Payment Date, and any adverse tax consequences under Section 409A. remaining payments will be paid on their original schedule. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each each amount to be paid under this Agreement will or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The Committee409A, and any payments described in its sole discretion and without Grantee's consent, may amend Section 6 that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or modify this Agreement in any manner and delay payment defer the delivery of any amounts payable such payments or benefits except to satisfy the requirements extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this the foregoing, to the extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Plan to Company, the contrary, in no event will Intrepid Board nor its or any of its Affiliates their designees or agents shall be liable to Grantee Executive or any other person on account of an Award's failure to (a) qualify for favorable U.S. tax treatment any actions, decisions or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.determinations made in good faith.

Tax Treatment; Section 409A. You may incur tax liability as a result of the issuance, vesting, or settlement exercise of the Performance Units, or amounts payable or paid under this Agreement Option or the disposition of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally The Option is not intended to be exempt from constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, and the terms of this Agreement will be construed to preserve such exemptionaccordingly. However, under certain circumstances, payments or benefits upon settlement of Performance Units under the Award may be subject to Section 409A. To the extent that Grantee you and this Agreement are subject to Section 409A, this Agreement will be interpreted and administered in accordance with the intent that Grantee you not be subject to tax under Section 409A. In the event that Grantee is you are determined to be a “specified employee” within the meaning of Section 409A, any payments on account of termination of Service will be accumulated and paid without interest on the first business day following the date that is six months after the date of Grantee's your termination of Service to the extent required to avoid any adverse tax consequences under Section 409A. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid under this Agreement will be construed as a separate identified payment for purposes of Section 409A. The Committee, in its sole discretion and without Grantee's your consent, may amend or modify the Option and this Agreement in any manner and delay payment of any amounts payable to satisfy the requirements of Section 409A. Notwithstanding any provision of this Agreement, the Plan, or any Applicable Severance Agreement or the Plan to the contrary, in no event will Intrepid or any Intrepid Potash, Inc. Stock Option Agreement of its Affiliates be liable to Grantee or any other person on account of an Award's ’s failure to (a) qualify for favorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.

Tax Treatment; Section 409A. You may incur tax liability as a result of the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended to be exempt from Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or benefits upon settlement INTREPID POTASH, INC. PERFORMANCE UNIT AGREEMENT (CAGR) 4 of Performance Units may be subject to Section 409A. To the extent that Grantee and this Agreement are subject to Section 409A, this Agreement will be interpreted and administered in accordance with the intent that Grantee not be subject to tax under Section 409A. In the event that Grantee is determined to be a “specified employee” within the meaning of Section 409A, any payments on account of termination of Service will be accumulated and paid without interest on the first business day following the date that is six months after the date of Grantee's ’s termination of Service to the extent required to avoid any adverse tax consequences under Section 409A. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid under this Agreement will be construed as a separate identified payment for purposes of Section 409A. The Committee, in its sole discretion and without Grantee's ’s consent, may amend or modify this Agreement in any manner and delay payment of any amounts payable to satisfy the requirements of Section 409A. Notwithstanding any provision of this Agreement or the Plan to the contrary, in no event will Intrepid or any of its Affiliates be liable to Grantee or any other person on account of an Award's ’s failure to (a) qualify for favorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.

Tax Treatment; Section 409A. You may incur tax liability Executive's severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, as a result of well as FICA and withholding for applicable insurance premiums. If and to the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition extent any portion of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended payment, compensation or other benefit provided to be exempt Executive in connection with his "separation from service" as determined under Section 409A of the Internal Revenue Code of 1986 (“Section 409A”the "Code") as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or benefits upon settlement of Performance Units may be subject to Section 409A. To the extent that Grantee and this Agreement are subject to Section 409A, this Agreement will be interpreted and administered in accordance with the intent that Grantee not be subject to tax under Section 409A. In the event that Grantee is determined to be a “specified employee” constitute "nonqualified deferred compensation" within the meaning of Code Section 409A409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i), any payments on account as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of termination of Service will the payment, compensation or other benefit shall not be accumulated and paid without interest on before the first business day following the date that is six months plus one day after the date of Grantee's termination separation from service (the "New Payment Date"), except as Section 409A may then permit. The aggregate of Service any payments that otherwise would have been paid to Executive during the extent required period between the date of separation from service and the New Payment Date shall be paid to avoid Executive in a lump sum on such New Payment Date, and any adverse tax consequences under Section 409A. remaining payments will be paid on their original schedule. For purposes of this Agreement, “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each each amount to be paid under this Agreement will or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The Committee409A, and any payments described in its sole discretion and without Grantee's consent, may amend Section 6 that are due within the "short term deferral period" as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or modify this Agreement in any manner and delay payment defer the delivery of any amounts payable such payments or benefits except to satisfy the requirements extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this the foregoing, to the extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Plan to Company, the contrary, in no event will Intrepid Board nor its or any of its Affiliates their designees or agents shall be liable to Grantee Executive or any other person on account of an Award's failure to (a) qualify for favorable U.S. tax treatment any actions, decisions or (b) avoid adverse tax treatment under U.S. law, including, without limitation, Section 409A.determinations made in good faith.