AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENTS
Exhibit 10.25
AMENDMENT
TO RESTRICTED STOCK UNIT AWARD AGREEMENTS
This
Amendment is made this ____ day of December 2008, by and between Compass
Minerals International, Inc., a Delaware corporation (“Company”), and
_____________________ (“Executive”).
WHEREAS,
Company and Executive are parties to certain Restricted Stock Unit Award
Agreements dated prior to the date hereof (the “Agreements”) which grant to
Executive restricted stock units pursuant to the Company’s 2005 Incentive Award
Plan (the “Plan”); and
WHEREAS,
the parties intend that the payment of such restricted stock units shall satisfy
the “short term deferral” exception under Section 409A of the Internal Revenue
Code of 1986, as amended, and Treasury Regulation 1.409A-1(b), and the parties
now desire to make certain clarifying changes to the Agreements consistent with
such intent;
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements contained herein, Company and Executive agree that the Agreements are
amended as follows:
A. The
last sentence under the first paragraph of such Agreements is amended to read as
follows:
Capitalized
terms not defined herein shall have the same meaning as used in the Plan, as
amended from time to time, unless otherwise superseded by any other agreement
between the Company and Grantee.
B. Clause
(ii) under the third paragraph of Section 5 is amended by striking the words
“any reduction in Grantee’s annual base salary . . .” and by inserting the
following in lieu thereof: “. . . any material reduction in Grantee’s
annual base salary . . .”
C. Clause
(iv) under the third paragraph of Section 5 is amended to read as
follows:
(iv) any
material breach of this Agreement.
D. The
fourth paragraph of Section 5 is amended to read as follows:
Notwithstanding
the foregoing, Grantee must provide notice of termination of employment to the
Company within 90 days of Grantee’s knowledge of an event constituting Good
Reason or such event shall not constitute Good Reason under this
Agreement. The Company shall have a period of 30 days to cure any
such event without triggering the obligations under this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the day and year
first written above.
COMPASS
MINERALS INTERNATIONAL,
INC. EXECUTIVE
By: ____________________ Date:
12/22/08
Executive
Signature
Title: