Exhibit 10.3
RESTRICTIVE COVENANT AGREEMENT
This RESTRICTIVE COVENANT AGREEMENT ("Agreement") is by and between
Xxxxxx X. Xxxxxxxxxxxxx ("Executive") and Compass Minerals International, Inc.
by and on behalf of itself and any parent companies, successor companies,
affiliated companies, and assigns (hereinafter referred to collectively as
"Company").
In consideration of the employment/continued employment of Executive by
Company and as a condition of Executive's eligibility for a Change In Control
Severance Agreement, Executive agrees as follows.
1. NON-SOLICITATION AGREEMENT.
a. ACKNOWLEDGMENTS. Executive acknowledges Company's confidential/trade
secret information and relationships with its customers, clients, employees, and
other business associations are among Company's most important assets. Executive
further acknowledges that, in his employment with Company, he will have access
to such information/relationships and be responsible for developing and
maintaining such information/relationships.
b. NON-SOLICITATION OF EMPLOYEES. Executive agrees that, during
Executive's employment with Company and for 2 years after termination of
Executive's employment with Company for any reason (regardless of who initiates
such termination), Executive will not directly or indirectly, whether for
Executive's benefit or for the benefit of a third party, recruit, solicit, or
induce, or attempt to recruit, solicit, or induce: (1) anyone employed by
Company to terminate employment with, or otherwise cease a relationship with,
Company; or (2) anyone employed by Company at any time during the immediately
preceding 12 months to provide services of any kind to a competitor of Company.
Executive further agrees that, in the event any individual within the groups
defined by (1) and (2) of this paragraph 1.b. approaches Executive about
providing services to a Company competitor, Executive shall reject such approach
and not hire/otherwise engage/supervise such individual.
c. NON-SOLICITATION OF CUSTOMERS. Executive agrees that, during
Executive's employment with Company and for 2 years after termination of
Executive's employment with Company for any reason (regardless of who initiates
such termination), Executive will not directly or indirectly solicit, divert, or
take away, or attempt to solicit, divert, or take away, the business or
patronage of any of the clients, customers, or accounts, or prospective clients,
customers, or accounts, of Company. Executive further agrees he will not, for
the period specified in this paragraph 1.c., do business in any way with any
entity covered by this paragraph 1.c.
2. NON-COMPETITION AGREEMENT
a. ACKNOWLEDGMENTS. Executive acknowledges Company's confidential/trade
secret information and relationships with its customers, clients, employees, and
other business associations are among Company's most important assets. Executive
further acknowledges that, in his employment with Company, he will have access
to such information/relationships and be responsible for developing and
maintaining such information/relationships.
B. RESTRICTION ON COMPETITION. Executive agrees that, during
Executive's employment with Company and for 2 years after termination of
Executive's employment with Company for any reason (regardless of who initiates
such termination), Executive will not directly or indirectly compete with the
business of Company. This agreement not to compete means Executive will not,
among other things, whether as an employee, independent contractor, consultant,
owner, officer, director, stockholder, partner, or in any other capacity (1) be
affiliated with any business competitive with Company; (2) solicit orders for
any product or service that is competitive with the products or services
provided by Company; or (3) accept employment with a business that sells or buys
products or services competitive with the products or services of Company.
3. GENERAL PROVISIONS.
a. LEGAL AND EQUITABLE RELIEF. Executive specifically acknowledges and
agrees that, in interpreting/enforcing this Agreement, a court should honor the
parties' intent to the maximum extent possible. As
such, Executive specifically acknowledges and agrees (1) the restrictions in
paragraphs 1-2 are necessary for the protection of the legitimate business
interests, goodwill, and Confidential Information of Company; (2) the duration
and scope of the restrictions in paragraphs 1-2 are reasonable as written; (3)
in any action to enforce this Agreement, Executive shall not challenge the
restrictions in paragraphs 1-2 as unenforceable; (4) if a court of competent
jurisdiction determines the restrictions in paragraphs 1-2 are overbroad, then
such court should modify those restrictions so as to be enforceable rather than
void the restrictions regardless of any law or authority to the contrary, it
being the parties' intent in this Agreement to restrain unfair competition; and
(5) in the event of any actual or threatened breach, Company shall, to the
maximum extent allowed, have the right to suspend bonus payments, benefits,
and/or any exercise of stock options. Executive further specifically
acknowledges and agrees any breach of paragraphs 1-2 will cause Company
substantial and irrevocable damage and, therefore, in addition to such other
remedies that may be available, including the recovery of damages from
Executive, Company shall have the right to injunctive relief to restrain or
enjoin any actual or threatened breach of the provisions of paragraphs 1-2.
Executive further specifically acknowledges and agrees that, if Company prevails
in a legal proceeding to enforce this Agreement, then Company shall be entitled
to recover its costs and fees incurred, including its attorney's fees, expert
witness fees, and out-of-pocket costs, in addition to any other relief it may be
granted.
b. SEVERABILITY. The terms and provisions of this Agreement are
severable in whole or in part. If a court of competent jurisdiction determines
any term or provision of this Agreement is invalid, illegal, or unenforceable,
then the remaining terms and provisions shall remain in full force and effect.
c. ASSIGNMENT. Executive may not assign this Agreement. Company may
assign this Agreement in its discretion, including but not limited to any
parent/subsidiary company or successor in interest to the business, or part
thereof, of Company.
d. GOVERNING LAW AND CONSENT TO JURISDICTION.
Interpretation/enforcement of this Agreement shall be subject to and governed by
the laws of the State of Kansas, irrespective of the fact that one or both of
the parties now is or may become a resident of a different state and
notwithstanding any authority to the contrary. Executive hereby expressly
submits and consents to the exclusive personal jurisdiction and exclusive venue
of the federal and state courts of competent jurisdiction in the State of
Kansas, notwithstanding any authority to the contrary. Executive further agrees
that, in any action to interpret/enforce this Agreement, Executive will not
challenge the provisions of this paragraph 3.d.
e. NO CONFLICTING AGREEMENTS. Executive represents to Company (1) there
are no restrictions, agreements, or understandings whatsoever to which Executive
is a party that would prevent or make unlawful Executive's execution or
performance of this Agreement or employment with Company and (2) Executive's
execution of this Agreement and employment with Company does not constitute a
breach of any contract, agreement, or understanding, oral or written, to which
Executive is a party or by which Executive is bound.
f. DISCLOSURE OF AGREEMENT. In the event Company has reason to believe
Executive has breached or may breach this Agreement, Executive agrees Company
may disclose this Agreement, without risk of liability, to a current or
prospective employer of Executive or other business entity.
g. SURVIVAL. The obligations contained in this Agreement shall survive
the termination, for any reason whatsoever, of Executive's employment with
Company (regardless of who initiates such termination) and shall thereafter
remain in full force and effect as written. The obligations contained in this
Agreement shall also survive the promotion, transfer, demotion, and/or other
change to the terms/conditions of Executive's employment, regardless of reason,
and shall thereafter remain in full force and effect as written.
h. NATURE OF AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to its subject matter and supersedes all prior
agreements or understandings, if any, between the parties with respect to such
matters. This Agreement may be modified or amended only by an agreement in
writing signed by both parties. This is not an employment agreement. Executive's
employment with Company is and shall be at will for all purposes, except as
otherwise provided in Executive's Employment Agreement.
i. NO WAIVER. The failure of either party to insist on the performance
of any of the terms or conditions of this Agreement, or failure to enforce any
of the provisions of this Agreement, shall not be construed as
a waiver or a relinquishment of any such provision. Any waiver or failure to
enforce on any one occasion is effective only in that instance, and the
obligations of either party with respect of any provision in this Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, Company and Executive have executed this Agreement
as of the date and year first above written.
EXECUTIVE: ON BEHALF OF COMPANY:
/s Xxxxxx X. Xxxxxxxxxxxxx By: /s Xxxxx X. X'Xxxxxx
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Xxxxxx X. Xxxxxxxxxxxxx Xxxxx X. X'Xxxxxx, Director and Chair,
Compensation Committee
Approved by the Board of Directors on the 11th day of May, 2006.
