THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT
EXHIBIT
10.1
THREE-YEAR
PERFORMANCE STOCK UNIT AWARD AGREEMENT
Name of
Grantee:
Grant
Date:
Number of
Shares of Performance Stock Units:
This
Agreement evidences the grant by Compass Minerals International, Inc., a
Delaware corporation (the “Company”) of performance stock units to the
above-referenced “Grantee” as of the “Grant Date” hereof pursuant to the Compass
Minerals International, Inc. 2005 Incentive Award Plan, as amended from time to
time (the “Plan”). By accepting the Award, Grantee agrees to be bound in
accordance with the provisions of the Plan, the terms and conditions of which
are hereby incorporated in this Agreement by reference. 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time to time, unless otherwise superseded by any other agreement between the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.
1. Performance Stock Units
Awarded. Grantee is hereby awarded the number of common stock
units (the “Performance Stock Units”) first set forth above, subject to the
other terms and conditions of this Agreement and the Plan. Each unit
represents the right to receive one share of the Company’s Stock. The
Performance Stock Units shall be divided into three approximately equal tranches
(rounded to the near whole unit) and shall be subject to the Performance
Criteria set forth in Exhibit A attached hereto.
2. Vesting
Period. The Performance Stock Units shall be subject to a
three-year vesting period beginning on the Grant Date and ending on
the third anniversary of such Grant Date (the "Vesting Period").
3. Payment. Except
as provided in paragraph 5, within 30 days following the conclusion of the
Vesting Period, Grantee shall receive a number of shares of Stock equal to the
number of Performance Stock Units with respect to which the Performance Criteria
have been satisfied. Any non-vested Performance Stock Units will be
forfeited by Grantee and no benefits will be payable under this Agreement with
respect to such non-vested Performance Stock Units.
4. Termination Prior to the End
of the Vesting Period.
(a) Except
as provided below, if Grantee terminates employment with the Company and its
Subsidiaries prior to the last day of the Vesting Period, then the Performance
Stock Units subject to this Agreement shall be forfeited as of such termination
of employment and no benefits will be payable under this
Agreement. Notwithstanding the foregoing, if Grantee terminates
employment with the Company and its Subsidiaries prior to the last day of the
Vesting Period due to death or Disability, then the Performance Stock Units
subject to this Agreement shall not be forfeited due to Grantee's termination of
employment prior to the last day of the Vesting Period.
(b) The
term “Disability” means Grantee is unable to engage in any substantial gainful
activity by reason of a medically determinable physical or mental impairment
which can be expected to last for a continuous period of not less than twelve
(12) months; or is, by reason of a medically determinable physical or mental
impairment which can be expected to last for a continuous period of not less
than twelve (12) months, receiving replacement benefits for a period of not less
than three (3) months under an accident and health plan covering employees of
the Company.
5. Payment Following Change of
Control. Notwithstanding any provision in this Agreement to
the contrary, in the event of a Change of Control, Grantee shall receive within
30 days following such Change of Control a number of shares of Stock equal to
(i) the aggregate number of Performance Stock Units subject to this Agreement
(increased, if applicable, for performance in excess of 100% of target for any
Performance Period ending on or before the Change of Control) minus (ii) the
number of Performance Stock Units, if any, forfeited prior to such Change of
Control.
6. No Voting and Dividend
Rights. Grantee shall have no voting or dividend rights with
respect to the Performance Stock Units awarded hereunder.
7. Permitted
Transfers. The rights under this Agreement may not be
assigned, transferred or otherwise disposed of except by will or the laws of
descent and distribution and may be exercised during the lifetime of Grantee
only by Grantee. Upon any attempt to assign, transfer or otherwise
dispose of this Agreement, or any right or privilege conferred hereby, or upon
any attempted sale under any execution, attachment or similar process, this
Agreement and the rights and privileges conferred hereby immediately will become
null and void.
8. Unfunded
Obligation. This Agreement is designed and shall be
administered at all times as an unfunded arrangement and Grantee shall be
treated as an unsecured general creditor and shall have no beneficial ownership
of any assets of the Company.
9. Taxes. Grantee
will be solely responsible for any federal, state or other taxes imposed in
connection with the granting of the Performance Stock Units or the delivery of
shares of Stock pursuant thereto, and Grantee authorizes the Company or any
Subsidiary to make any withholding for taxes which the Company or any Subsidiary
deems necessary or proper in connection therewith. Upon recognition
of income by Grantee with respect to the Award hereunder, the Company shall
withhold taxes pursuant to the terms of the Plan.
10. Changes in
Circumstances. It is expressly understood and agreed that
Grantee assumes all risks incident to any change hereafter in the applicable
laws or regulations or incident to any change in the value of the Performance
Stock Units or the shares of Stock issued pursuant thereto after the date
hereof.
11. Conflict Between Plan and
This Agreement. In the event of a conflict between this
Agreement and the Plan, the provisions of the Plan shall govern.
12. Notices. All
notices, claims, certificates, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given and
delivered if personally delivered or if sent by nationally-recognized overnight
courier, by telecopy, or by registered or certified mail, return receipt
requested and postage prepaid, addressed as follows:
If to the
Company, to it at:
Compass
Minerals International, Inc.
0000 Xxxx
000xx Xxxxxx
Xxxxxxxx
Xxxx XX 00000
Attn:
Vice President Human Resources
If to
Grantee, to him or her at the address set forth on the signature page hereto or
to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. Any
such notice or communications shall be deemed to have been received (a) in the
case of personal delivery, on the date of such delivery (or if such date is not
a business day, on the next business day after the date of delivery), (b) in the
case of nationally-recognized overnight courier, on the next business day after
the date sent, (c) the case of telecopy transmission, when received (or if not
sent on a business day, on the next business day after the date sent), and (d)
in the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted.
13. No Guarantee of
Employment. Nothing in this Agreement shall confer upon
Grantee any right to continue in the employ of the Company or any Subsidiary or
interfere in any way with the right of the Company or Subsidiary, as the case
may be, to sever Grantee’s employment or to increase or decrease Grantee’s
compensation at any time.
14. Governing
Law. This Agreement shall be governed under the laws of the
State of Delaware without regard to the principles of conflicts of
laws. Each party hereto submits to the exclusive jurisdiction of the
United States District Court for the District of Kansas (Kansas City,
Kansas). Each party hereto irrevocably waives, to the fullest extent
permitted by law, any objections that either party may now or hereafter have to
the aforesaid venue, including without limitation any claim that any such
proceeding brought in either such court has been brought in an inconvenient
forum, provided however, this provision shall not limit the ability of either
party to enforce the other provisions of this paragraph.
15. Severability. It is
the desire and intent of the parties hereto that the provisions of this
Agreement be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular provision of this Agreement
shall be adjudicated by a court of competent jurisdiction to be invalid,
prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing,
if such provision could be more narrowly drawn so as not to be invalid,
prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
16. Enforcement. In
the event the Company or Grantee institutes litigation to enforce or protect its
rights under this Agreement or the Plan, the party prevailing in any such
litigation shall be paid by the non-prevailing party, in addition to all other
relief, all reasonable attorneys’ fees, out-of-pocket costs and disbursements of
such party relating to such litigation.
17. Waiver of Jury
Trial. Each party hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, trial by jury in any suit, action or proceeding arising
hereunder.
18. Committee
Authority. The Committee will have the power and discretion to
interpret this Agreement and to adopt such rules for the administration,
interpretation and application of this Agreement as are consistent with the Plan
and this Agreement and to interpret or revoke any such rules, including, but not
limited to, the determination of whether or not the
Performance
Criteria with respect tot the Performance Stock Units have been
satisfied. All actions taken and all interpretations and
determinations made by the Committee in good faith will be final and binding
upon Grantee, the Company and all other interested persons. No member
of the Committee will be personally liable for any action, determination or
interpretation made in good faith with respect to this Agreement.
19. Counterparts. This
Agreement may be executed in one or more counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts together shall
constitute but one agreement.
20. Restrictive
Covenant. Notwithstanding any provision in this Agreement to
the contrary, the award hereunder is expressly conditioned upon Grantee’s
execution of a Restricted Covenant Agreement in the form designated by the
Company. If Grantee fails or refuses to execute such Restricted
Covenant Agreement, this Agreement shall be null and void ab
initio.
21. Compliance with Section
409A. To the extent applicable and notwithstanding any
provision in this Agreement to the contrary, this Agreement shall be interpreted
and administered in accordance with Section 409A of the Internal
Revenue Code and regulations and other guidance issued
thereunder. For purposes of determining whether any payment made
pursuant to the Plan results in a "deferral of compensation" within the meaning
of Treasury Regulation §1.409A-1(b), the Company shall maximize the exemptions
described in such section, as applicable. Any reference to a
“termination of employment” or similar term or phrase shall be interpreted as a
“separation from service” within the meaning of Section 409A and the regulations
issued thereunder. If any deferred compensation payment is payable
upon separation from service and is required to be delayed pursuant to Section
409A(a)(2)(B) because Grantee is a “specified employee”, then payment of such
amount shall be delayed for a period of six months and paid in a lump sum on the
first payroll payment date following expiration of such six month
period.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant
Date.
COMPASS
MINERALS INTERNATIONAL, INC.
By:
Name:
Title:
GRANTEE
___________________________________
EXHIBIT
A
PERFORMANCE
CRITERIA FOR PERFORMANCE STOCK UNIT AWARD
All or a
portion of the Performance Stock Units attributable to each tranche will be
forfeited at the end of the applicable Performance Period unless the following
Performance Criteria are satisfied:
|
Tranche
|
Number
of Performance Stock Units
|
Performance
Period
|
Performance
Criteria
|
|
|
1
|
[_______]
|
FY
2010
|
The
Performance Stock Units earned for each Performance Period are based on
CMP's Total Shareholder Return (TSR) compared to the TSR of the companies
comprising the Xxxxxxx 2000 Index.
|
|
|
2
|
[_______]
|
FY
2011
|
Benchmark
Ranking
|
Percentage of Performance Stock Units
Earned
|
|
3
|
[_______]
|
FY
2012
|
<
30th Percentile
30th
Percentile (Threshold)
50th
Percentile (Target)
70th
Percentile (Maximum)
|
0%
50%
100%
150%
|
|
Benchmark
and earned percentages will be interpolated on a straight line
basis
|
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