Name of Independent Director:
Exhibit
10.1
2008
INDEPENDENT DIRECTOR DEFERRED STOCK AWARD
Name
of Independent
Director:
This
Agreement evidences the grant by Compass Minerals International, Inc., a
Delaware corporation (the “Company”) of Deferred Stock to the above-referenced
“Director” on April 1, 2008; July 1, 2008; October 1, 2008; and January 1, 2009
(each a “Quarterly Grant Date”) pursuant to the Compass Minerals International,
Inc. 2005 Incentive Award Plan, as amended from time to time (the
“Plan”). By accepting the Award, Director 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.
1. Deferred
Stock. The number of shares of Deferred Stock subject to this
Agreement shall be determined as of each Quarterly Grant Date and shall be
equal
to the ratio of (A) the aggregate value of the Director’s fees for the
applicable calendar quarter to be paid in the form of Deferred Stock pursuant
to
Director’s election on Exhibit A attached hereto, to (B) the Fair Market Value
per share of Stock as of such Quarterly Grant Date.
2. Accounting
for Deferred Stock. The Company shall maintain a separate
bookkeeping account (the “Deferred Stock Account”) to reflect the shares of
Deferred Stock subject to this Agreement. Such Deferred Stock Account
shall be administered in a manner consistent with the Compass Minerals
International, Inc. Directors’ Deferred Compensation Plan.
3. Vesting. The
Deferred Stock shall be 100% vested at all times.
4. Payment
Following Separation. At the time Director ceases to be a member
of the Board for any reason, Director shall be entitled to receive payment
equal
to the number of shares of Deferred Stock subject to this
Agreement. Such payment shall be made in whole shares of Stock (with
cash for fractional shares) in either (i) a single lump sum or (ii) annual
installments over a period of not less than two years nor more than ten
years. Director shall designate the form of payment on an election
form filed with the Secretary of the Company no later than the close of
Director’s taxable year immediately preceding the taxable year with respect to
which this Agreement relates.
5. Payment
Following Change of Control. Notwithstanding Section 4 or any
other provision of the Agreement to the contrary, if a Change of Control of
the
Company occurs prior to the complete distribution of a Director’s benefit under
this Agreement, then any portion of such benefit that has not theretofore been
distributed shall be distributed in a single lump sum to Director (or, as
applicable, his beneficiary) immediately following the Change of
Control.
6. Payment
Upon Death; Beneficiary Designation. Director shall have the
right to designate a beneficiary who is to succeed to his or her right to
receive payments hereunder in the event of death. Any designated
beneficiary shall receive payments in the same manner as Director if he or
she
had lived. In case of a failure of designation or the death of a
designated beneficiary without a designated successor, Director’s remaining
benefit shall be paid in full to his or her surviving spouse (or if none,
Director’s estate) as soon as administratively practicable following Director’s
death. No designation of beneficiary or change in beneficiary shall
be valid unless it is in writing signed by the Director and filed with the
Secretary of the Company.
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7. Voting
and Dividend Rights. Director shall have no voting rights with
respect to the Deferred Stock awarded hereunder. Pursuant to Section
8.4 of the Plan, Director shall be entitled to receive Dividend Equivalents
with
respect to the Deferred Stock subject to this Agreement. Such
Dividend Equivalents shall be credited to the Deferred Stock Account as
of the date the Company pays any dividend (whether in cash or in
kind) on shares of Stock in an amount equal to the ratio of (A) the aggregate
value of the dividend that would have been payable on the Deferred Stock held
by
the Director immediately prior to such payment date had the shares of Stock
represented by such Deferred Stock been outstanding as of such payment date
to
(B) the Fair Market Value per share of Stock as of such date.
8. 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 Director only by Director. 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.
9. Unfunded
Obligation. This Agreement is designed and shall be administered
at all times as an unfunded arrangement and Director shall be treated as an
unsecured general creditor and shall have no beneficial ownership of any assets
of the Company.
10. Taxes. Director
will be solely responsible for any federal, state or other taxes imposed in
connection with the granting of the Deferred Stock or the delivery of shares
of
Stock pursuant thereto, and Director 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 Director with respect to the Award hereunder, the Company shall
withhold taxes pursuant to the terms of the Plan.
11. Changes
in Circumstances. It is expressly understood and agreed that
Director assumes all risks incident to any change hereafter in the applicable
laws or regulations or incident to any change in the value of the Deferred
Stock
or the shares of Stock issued pursuant thereto after the date
hereof.
12.
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.
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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
Overland
Park KS 66210
Attn:
Vice President Human Resources
If
to Director, 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
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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.
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 Director 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. 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.
[Signature
page to follow]
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IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement.
COMPASS
MINERALS INTERNATIONAL, INC.
By:
Name:
Date:
DIRECTOR
Date
Residence
Address
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EXHIBIT
A TO 2008 INDEPENDENT DIRECTOR DEFERRED STOCK AWARD
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Social
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Mailing
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Zip
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Instruction: Elections
must be made on or before December 31 of the year immediately preceding the
year
with respect to which the award relates. Any person who first becomes
a Director during a calendar year, and who was not a Director of the Company
on
the preceding December 31, may elect, no later than seven days after the
Director’s term begins, to defer payment of all or a specified part of his or
her fees payable for the remainder of such year.
SECTION
1 - DEFERRAL ELECTION
A. Cash
Retainer
I
elect to receive the following portion of my annual cash retainer in the form
of
Deferred Stock under the Compass Minerals International, Inc. 2005 Incentive
Award Plan:
_______%
(insert 0%; 25%; 50%; 75%; or 100%)
B. Stock
Retainer
Instruction: In
connection with the minimum shareholder ownership requirements for non-employee
directors, your annual stock retainer will be automatically issued in the form
of Deferred Stock until your total shareholder ownership (or equivalent) equals
or exceeds five times your annual cash retainer. Once you attain the
minimum shareholder ownership threshold, the automatic deferral requirement
will
no longer apply, beginning with the first year following the year in which
the
minimum threshold is achieved.
I
elect to receive the following portion of my annual cash retainer in the form
of
Deferred Stock under the Compass Minerals International, Inc. 2005 Incentive
Award Plan:
_______%
(insert 0%; 25%; 50%; 75%; or 100%)
SECTION
2 – DISTRIBUTION ELECTION
A. Commencement
of Distribution
Except
as otherwise set forth in Section 2C, below, your Deferred Stock benefit will
be
paid or benefits will commence as soon as administratively practicable following
the date you resign or otherwise cease being a Director for any
reason.
B. Form
of Distribution
Except
as otherwise set forth in Section 2C, below, I irrevocably elect to receive
distributions of my Deferred Stock benefit in accordance with the following
election (check one):
o In
one lump
sum; or
o In
_______
(insert number) annual installments (not less than 2 or more than
10).
A-1
I
understand that the first distribution will be payable as of the date set forth
in Section 2A, above, and that if I elect annual installment payments I will
receive an installment as of each January 1 immediately following the first
distribution until my entire Deferred Stock benefit has been distributed in
full. I also understand that my election under this Section 2B is
irrevocable.
C. Change
in Control
I
understand that, notwithstanding any other provision of this Deferral Election
Form to the contrary, my entire Deferred Stock benefit will be distributed
in a
single lump sum immediately following the occurrence of a Change in Control
of
the Company.
If
you die before you receive full payment of your Deferred Stock benefit, your
remaining benefit will be paid to your Beneficiary designated in this Section
3. Payment will be made in the same manner as specified under Section
2B.
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Social
Security Number
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Last
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First
Name
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MI
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Mailing
Address
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City
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State
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Zip
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SECTION
4 – SIGNATURE
Date
A-2
