EXHIBIT 10.1
(COMPASS LOGO)
January 12, 2005
To: Xx. Xxxxx X. Xxxx
From: Xxxxxxx X. Xxxxx
Subject: Employment Terms - Letter Agreement
Dear Xxxxx:
This Letter Agreement confirms the understanding reached between you and Compass
Minerals International, (the "Company") regarding the terms of your employment
with the Company.
1. Your new position as Senior Vice President, Strategy and Development
will begin January 1, 2005 and continue through December 31, 2005
unless shortened or extended by mutual consent.
2. In your new position, you will report to me and be based in the
Overland Park, Kansas office.
3. You will be paid a base salary at the rate of $291,847.04 per year;
which will be payable in accordance with the Company's customary
payroll practices.
4. In your new position you will be eligible for the CMI Incentive
Compensation Plan (CMICP) for 2005 subject to the terms and conditions
outlined in the plan. The CMICP may be amended at the Company's
discretion. Under the current CMICP associated with your new role, you
will be eligible for a target bonus of 50% of your base salary.
5. As in your former position, you are eligible for continued
participation in employee benefit plans as well as other fringe
benefits available to senior executives of the Company.
6. If your employment is not extended by mutual agreement, your employment
is terminated without "Cause" (as defined in The 2001 Non-Qualified
Stock Option Plan, but which definition shall also include any breach
by you of the Non-Competition, Non-Solicitation and Confidentiality
Agreement), or you resign for "Good Reason" (as defined in your
Non-Qualified Stock Option Agreement), the Company will continue to pay
your base salary in accordance with the Company's customary payroll
practices until the earliest of (1) the second (2nd) anniversary date
of your termination date, or (2) you violate the terms of this Letter
Agreement or the Non-Competition, Non-Solicitation and Confidentiality
Agreement. If your employment is terminated for any other reason, you
will not be entitled to any severance payments. In order to effectuate
this paragraph 6, you agree that following any termination of
employment without "Cause" or for "Good Reason", you will provide the
Company with prompt notice of your acceptance of employment with any
other person or entity.
7. As a condition of the foregoing, you must enter into a Non-Competition,
Non-Solicitation, and Confidentiality Agreement in the form provided by
the Company (attached).
Please indicate your acceptance of the terms and provisions of this Letter
Agreement by signing both copies of this Letter Agreement and returning one copy
to me. The other copy is for your files. By signing below, you acknowledge and
agree that you have carefully read this Letter Agreement in its entirety; fully
understand and agree to its terms and provision; and intend and agree that it be
final and legally binding on you and the Company. This Letter Agreement shall be
governed and construed under the internal laws of the State of Kansas and may be
executed in several counterparts.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Agreed and Accepted:
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
