Exhibit 10.1
AMENDMENT NUMBER TWO
TO
RIGHTS AGREEMENT
Amendment Number Two (the "Amendment"), dated as of January 8, 2007,
between Compass Minerals International, Inc., a Delaware corporation (the
"Company"), and UMB Bank, n.a., as successor rights agent ("Rights Agent"), to
that certain Rights Agreement (the "Agreement"), dated as of December 11, 2003,
as amended June 15, 2004.
WHEREAS, Section 26 of the Agreement authorizes the Company and the
Rights Agent, if the Company so directs, so long as the Rights (each as defined
in the Agreement) are then redeemable and subject to the restrictions set forth
in Section 26, to amend any provision of the Agreement without the approval of
any holders of certificates representing Common Shares or Rights (each as
defined in the Agreement); and
WHEREAS, the Board has approved the amendment of the Rights Agreement
and the execution and delivery of this Amendment, and all acts necessary to make
this Amendment a valid agreement, enforceable according to its terms, have been
performed.
NOW, THEREFORE, in consideration of the foregoing recitals, the parties
hereby agree and the Agreement is hereby amended as follows:
1. Section 1.4 is hereby amended and restated in its entirety to read as
follows:
"Section 1.4. [RESERVED.]"
2. Section 1.8 is hereby amended and restated in its entirety to read as
follows:
"Section 1.8. "EXEMPT PERSON" shall mean the Company and any subsidiary
of the Company, in each case including, without limitation, in its fiduciary
capacity, or any employee benefit plan of the Company or of any Subsidiary of
the Company or any entity or trustee holding shares of capital stock of the
Company for or pursuant to the terms of any such plan, or for the purpose of
funding other employee benefits for employees of the Company or any Subsidiary
of the Company."
3. The following paragraph is hereby added to the end of Section 26 of the
Agreement:
"On a date no later than November 30, 2009 and at least once prior to
each successive three year anniversary thereof, a committee composed of
non-management members of the Board of Directors of the Company selected by the
members of the Board of Directors who have been determined by the Board to be
"independent directors" in accordance with New York Stock Exchange listing
standards shall meet to review the terms and conditions of this Agreement,
including whether the termination or modification of this Agreement is in the
best interest of the Company and its stockholders, and to make a recommendation
based on such review to the full Board of Directors of the Company. Such
committee, when reviewing the terms and conditions of
this Agreement, shall have the power and authority (x) to set its own agenda and
to retain at the expense of the Company its choice of legal counsel, investment
bankers and other advisors, and (y) to review all information of the Company and
to consider all factors it deems relevant to any such review."
4. The third paragraph of the Summary of Rights to Purchase Preferred
Shares previously distributed to stockholders of record of the Company as of
December 11, 2003 and attached as Exhibit C to the Agreement is hereby deleted.
5. Except as expressly amended hereby, the provisions of the Agreement
shall remain in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, as of the day and year first above written.
Compass Minerals International, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxxxx
Title: Chief Executive Officer
UMB Bank, n.a.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
