FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Exhibit
10.28
This
CHANGE IN CONTROL SEVERANCE AGREEMENT is entered into as of the __ day of
_______________, 2005, by and between Compass Minerals International, Inc., a
Delaware corporation (the “Company”), and _________________
(“Executive”).
WITNESSETH
WHEREAS,
the Company considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of the
Company and its stockholders; and
WHEREAS,
the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may arise and that
possibility may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and
WHEREAS,
the Board of Directors of the Company (the “Board”) has determined it is in the
best interests of the Company and its stockholders to secure Executive’s
continued services and to ensure Executive’s continued dedication to Executive’s
duties in the event of any threat or occurrence of a Change in Control (as
defined in Section 1) of the Company.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, the Company and Executive hereby agree as
follows:
1. Definitions. As
used in this Agreement, the following terms have the following
meanings:
(a) “Bonus Amount” means
the higher of (i) Executive’s average annual incentive bonuses during the last 3
completed fiscal years before the Date of Termination (annualized in the event
Executive was not employed by Company (or its affiliates) for the whole of any
such fiscal year) and (ii) Executive’s aggregate annual target bonus (targeted
at 100%) for the fiscal year in which the Date of Termination
occurs.
(b) “Cause” means
Executive’s (i) conviction of, or plea of guilty or nolo contendere to, a felony
or misdemeanor involving moral turpitude, (ii) indictment for a felony or
misdemeanor under the federal securities laws, (iii) willful misconduct or gross
negligence resulting in material harm to the Company, (iv) willful breach of
Executive’s duties or responsibilities herein or of the separate Restrictive
Covenant Agreement referenced in Section 9, (v) fraud, embezzlement, theft, or
dishonesty against the Company or any Subsidiary, or (vi) willful violation of a
policy or procedure of the Company, resulting in any case in material harm to
the Company. For purposes of this paragraph (b), “willful” means
those acts taken/not taken in bad faith and without reasonable belief such
action/inaction was in the best interests of the Company or its
affiliates. The Company must notify Executive of an event
constituting Cause pursuant
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(c) “Change in Control”
means the occurrence of any one of the following events:
(i) a
transaction or series of transactions (other than an offering of the Company’s
common stock to the general public through a registration statement filed with
the Securities and Exchange Commission) whereby any “person” or related “group”
of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the
Company, any of its subsidiaries, an employee benefit plan maintained by the
Company or any of its Subsidiaries, or a “person” that, before such transaction,
directly or indirectly controls, is controlled by, or is under common control
with, the Company) directly or indirectly acquires beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
possessing more than 50% of the total combined voting power of the Company’s
securities outstanding immediately after such acquisition; or
(ii) during
any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a
director designated by a person who shall have entered into an agreement with
the Company to effect a transaction described in clause (i) above or clause
(iii) below) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
two year period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or
(iii) the
consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of (A) a
merger, consolidation, reorganization, or business combination or (B) a sale or
other disposition of all or substantially all of the Company’s assets or (C) the
acquisition of assets or stock of another entity, in each case other than a
transaction:
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(x)
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that
results in the Company’s voting securities outstanding immediately before
the transaction continuing to represent (either by remaining outstanding
or by being converted into voting securities of the Company or the person
that, as a result of the transaction, controls, directly or indirectly,
the Company or owns, directly or indirectly, all or substantially all of
the Company’s assets or otherwise succeeds to the business of the Company
(the Company or such person, the “Successor Entity”)) directly or
indirectly, at least a majority of the combined voting power of the
Successor Entity’s outstanding voting securities immediately after the
transaction, and
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(y)
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after
which no person or group beneficially owns voting securities representing
50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes
of this subparagraph as beneficially owning 50% or more of combined voting
power of the Successor Entity solely as a result of the voting power held
in the Company before the consummation of the transaction;
or
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(iv) the
Company’s stockholders approve a liquidation or dissolution of the
Company.
(d) “Date of Termination”
means (i) the effective date of Termination of Executive’s employment as
provided in Section 12 or (ii) the date of Executive’s death, if Executive is
employed as of such date.
(e) “Good Reason” means,
without Executive’s express written consent, the occurrence of any of the
following events within 2 years after a Change in Control:
(i) a
material adverse change in Executive’s duties or responsibilities as of the
Change in Control (or as the same may be increased from time to time
thereafter); provided, however, that Good Reason shall not be deemed to occur
upon a change in Executive’s reporting structure, upon a change in Executive’s
duties or responsibilities that is a result of the Company no longer being a
publicly traded entity and does not involve any other event set forth in this
paragraph, or upon a change in Executive’s duties or responsibilities that is
part of an across-the-board change in duties or responsibilities of employees at
Executive’s level;
(ii) any
reduction in Executive’s annual base salary or annual target or maximum bonus
opportunity in effect as of the Change in Control (or as the same may be
increased from time to time thereafter); provided, however, that Good Reason
shall not include such a reduction of less than 10% that is part of an
across-the-board reduction applicable to employees at Executive’s
level;
(iii) Company’s
(A) relocation of Executive more than 50 miles from Executive’s primary office
location and more than 50 miles from Executive’s principal residence as of the
Change in Control or (B) requirement that Executive travel on Company business
to an extent substantially greater than Executive’s travel obligations
immediately before such Change in Control;
(iv) a
reduction of more than 10% in the aggregate benefits provided to Executive under
the Company’s employee benefit plans, including but not limited to any “top hat”
plans designated for key employees, in which Executive is participating as of
the Change in Control;
(v) any
purported termination of Executive’s employment that is not effectuated pursuant
to Section 12; or
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(vi) the
failure of the Company to obtain the assumption agreement from any successor as
contemplated in Section 11(b).
Notwithstanding
the foregoing, Executive must provide notice of termination of employment
pursuant to Section 12 within 90 days of Executive’s knowledge of an event
constituting Good Reason or such event shall not constitute Good Reason under
this Agreement. Additionally, an isolated, insubstantial, or
inadvertent action taken in good faith and that is remedied by the Company
within 10 days after receipt of notice thereof given by Executive shall not
constitute Good Reason.
(f) “Qualifying
Termination” means a termination of Executive’s employment during the
Termination Period (i) by the Company other than for Cause or (ii) by Executive
for Good Reason.
(g) “Subsidiary” means any
corporation or other entity in which the Company has a direct or indirect
ownership interest of 50% or more of the total combined voting power of the then
outstanding securities or interests of such corporation or other entity entitled
to vote generally in the election of directors or in which the Company has the
right to receive 50% or more of the distribution of profits or 50% of the assets
or liquidation or dissolution.
(h) “Termination Period”
means the period beginning with a Change in Control and ending 2 years following
such Change in Control. Notwithstanding anything in this Agreement to
the contrary, if (i) Executive’s employment is terminated before a Change in
Control for reasons that would have constituted a Qualifying Termination if they
had occurred after a Change in Control; (ii) Executive reasonably demonstrates
such termination (or Good Reason event) was at the request of a third party who
had indicated an intention or taken steps reasonably calculated to effect a
Change in Control; and (iii) a Change in Control involving such third party (or
a party competing with such third party to effectuate a Change in Control)
occurs, then, for purposes of this Agreement, the date immediately before the
date of such termination or event constituting Good Reason shall be treated as a
Change in Control. For purposes of determining the timing of payments
and benefits under Section 4, the date of the actual Change in Control shall be
treated as the Date of Termination under Section 1(d), and, for purposes of
determining the amount of payments and benefits to Executive under Section 4,
the date Executive’s employment is actually terminated shall be treated as the
Date of Termination under Section 1(d).
2. Obligation of
Executive. In the event of a tender or exchange offer, proxy
contest, or the execution of any agreement that, if consummated, would
constitute a Change in Control, Executive agrees not to leave the employ of the
Company voluntarily, except as provided in Section 1(h), until the Change in
Control occurs or, if earlier, then such tender or exchange offer, proxy
contest, or agreement is terminated or abandoned.
3. Term of
Agreement. This Agreement shall be effective on the date
hereof and shall continue in effect until December 31, 2008. On
January 1, 2009, and on each January 1 thereafter, the Term shall automatically
extend for an additional 1 year, unless either party gives written notice
otherwise at least 60 days before the date such extension would be
effective. This
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4. Payments Upon Termination of
Employment.
(a) Qualifying
Termination. In the event of a Qualifying Termination, the
Company shall provide Executive the payments and benefits set forth in
paragraphs (b) and (c) of this Section.
(b) Qualifying Termination –
Cash Payments. Within 30 days of a Qualifying Termination, the
Company shall make a lump sum cash payment to Executive of the
following:
(i) an amount
equal to Executive’s base salary due, pro-rata bonus compensation due, and
unreimbursed expenses properly incurred through the Date of Termination;
and
(ii) an amount
equal to 2 times the sum of (A) Executive’s highest annual rate of base
salary during the 12-month period immediately before the Date of Termination,
plus (B) the higher of (x) Executive’s Bonus Amount or (y) Executive’s
annual target bonus for the fiscal year in which the Date of Termination
occurs.
(c) Qualifying Termination –
Benefits. In the event of a Qualifying Termination, the
Company shall allow Executive to continue to participate in its medical, dental,
accident, disability, and life insurance benefit plans at the same level on
which Executive was enrolled as of the Change in Control (subject to generally
applicable changes to such plans) for 2 years or until Executive becomes
eligible for such benefits through another employer, whichever occurs first;
provided, that, if Executive cannot continue to participate in the Company plans
providing such benefits, then the Company shall otherwise provide such benefits
on the same after-tax basis as if continued participation had been
permitted.
(d) Non-Qualifying
Termination. In the event Company terminates Executive’s
employment with Cause or Executive terminates his/her employment without Good
Reason, Company shall be obligated only to pay Executive’s base salary due
through the Date of Termination and to reimburse Executive for expenses properly
incurred through the Date of Termination.
(e) Condition
Precedent. As a condition precedent to receipt of the payments
and benefits provided by paragraphs (b) and (c) of this Section, Executive must
execute an Agreement acceptable to the Company that contains a release of any
and all claims substantially in the following form:
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Executive
(on behalf of Executive and anyone claiming through or on behalf of Executive)
hereby releases Company (as defined herein) and its successors, assigns,
officers, employees, and agents, without limitation (“Company Affiliates”) from
any and all claims, demands, and causes of action (“claims”), known or unknown,
suspected or unsuspected, that Executive has or may have had against any of them
before the date Executive signs this Agreement, to the maximum extent permitted
by law and without limitation. This release includes, but is not
limited to, the following: claims related to or concerning
Executive’s employment with Company; claims sounding in contract and/or tort;
claims for discrimination/harassment/retaliation under local, state, or federal
law, including but not limited to Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Americans with Disabilities Act, the Age
Discrimination in Employment Act, and any other federal, state, or local law;
claims under the Family and Medical Leave Act; claims under any Company policy
and/or practice; and all other claims, whether common law or contract, all to
the maximum extent permitted by law and without limitation.
5. Additional Reimbursement
Payment by the Company. If Executive is subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code with respect to any
payment or benefit payable by the Company following a Change of Control
(ignoring for this purpose any payment under this Section 5), then the Company
shall pay to Executive an additional payment (a “Reimbursement Payment”) in an
amount such that, after payment by Executive of all taxes (including, without
limitation, any income taxes and any interest and penalties imposed with respect
thereto, and any excise tax) imposed upon the Reimbursement Payment, Executive
retains an amount of the Reimbursement Payment equal to the amount Executive
pays as a result of such excise tax. For purposes of determining the
amount of the Reimbursement Payment, Executive shall be deemed to pay applicable
federal, state and local income taxes at the highest marginal rates of income
taxation for the calendar year in which the Reimbursement Payment is to be made,
net of the maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes.
6. Delay of
Payments. In the event that any payment or distribution to be
made hereunder constitutes “deferred compensation” subject to Section 409A of
the Internal Revenue Code and Executive is determined to be a specified employee
(as defined in Section 409A), such payment or distribution shall not be made
before the date that is six months after the termination of Executive’s
employment (or, if earlier, the date of the Executive’s death).
7. Withholding
Taxes. The Company may withhold from all payments under this
Agreement all required taxes and/or other withholdings.
8. Resolution of Disputes;
Reimbursement of Legal Fees.
(A) Any
dispute or controversy arising under or in connection with this Agreement (other
than disputes related to the Restrictive Covenant Agreement referenced in
Section 9) shall be settled by final, binding arbitration in Xxxxxxx County,
Kansas, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association then in effect. The
Company shall bear all costs and expenses arising in connection with any
arbitration proceeding pursuant to this Section.
(B) If
Executive prevails in any contest or dispute under this Agreement involving
termination of Executive’s employment with the Company or involving Company’s
refusal to perform fully in accordance with the terms hereof, then the Company
shall
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9. Restrictive
Covenants. Executive hereby agrees to the terms of the
Company’s Restrictive Covenant Agreement attached hereto, which Restrictive
Covenant Agreement Executive also hereby agrees to execute. If
Executive does not execute the Restrictive Covenant Agreement within 10 days of
the effective date of this Agreement, then this Agreement is null and
void.
10. Scope of
Agreement. Nothing in this Agreement shall be deemed to
entitle Executive to continued employment with the Company and, if Executive’s
employment with the Company terminates before a Change in Control, then
Executive shall have no further rights under this Agreement (except as otherwise
provided hereunder).
11. Successors; Binding
Agreement.
(a) This
Agreement shall survive any business combination and shall be binding upon the
surviving entity of any business combination (in which case and such surviving
entity shall be treated as the Company hereunder).
(b) In
connection with any business combination, the Company will cause any successor
entity to the Company unconditionally to assume by written instrument delivered
to Executive (or his beneficiary or estate) all of the obligations of the
Company hereunder. Company’s failure to obtain such assumption before
the effective date of any such business combination constitutes Good Reason
under Section 1(e)(vi). For purposes of implementing the foregoing,
the date on which any such business combination becomes effective shall be
deemed the date Good Reason occurs and shall be the Date of Termination, if
requested by Executive.
(c) This
Agreement shall inure to the benefit of and be enforceable by Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees. If Executive dies while any
amounts would be payable to Executive hereunder, then all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to such person or persons appointed in writing by Executive to receive
such amounts or, if no person is so appointed, to Executive’s
estate.
12. Notice.
(a) For
purposes of this Agreement, all notices and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given when delivered or 5 days after deposit in the United States mail,
certified and return receipt requested, postage prepaid, addressed as
follows:
If to
Executive:
If to the
Company: Compass
Minerals International, Inc.
Compass
Minerals International, Inc.
0000 Xxxx
000xx Xxxxxx
Xxxxxxxx
Xxxx XX 00000
Attention: Vice
President Human Resources
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or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
(b) A
written notice of the Date of Termination shall (i) indicate the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the provision
so indicated, and (iii) specify the termination date, which date shall be not
less than 15 days or more than 60 days after the giving of such
notice. The failure to set forth in such notice any fact or
circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right hereunder or preclude Executive or the Company from asserting
such fact or circumstance in enforcing Executive’s or the Company’s rights
hereunder.
13. Full
Settlement. The Company’s obligation to make any payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall be in lieu and in full settlement of all other severance
payments to Executive under any other severance or employment agreement between
Executive and the Company and any severance plan of the Company. The
Company’s obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense, or other claim, right, or action that the
Company may have against Executive or others. In no event shall
Executive be obligated to seek other employment or take other action by way of
mitigation of the amounts payable to Executive under any of the provisions of
this Agreement and, except as provided in Section 4(c), such amounts shall not
be reduced whether or not Executive obtains other employment.
14. Survival. The
respective obligations and benefits afforded to the Company and Executive as
provided in Sections 4 (to the extent that payments or benefits are owed as a
result of a termination of employment that occurs during the term of this
Agreement), 5 (to the extent that Payments are made to Executive as a result of
a Change in Control that occurs during the term of this Agreement), 6, 7, 8, 9,
11(c), and 13 shall survive the termination of this Agreement.
15. Governing Law;
Validity. The interpretation, construction, and performance of
this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of Kansas without regard to the principle of
conflicts of laws. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which other provisions shall remain in
full force and effect.
16. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original and all of which together shall constitute one and the same
instrument.
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17. Miscellaneous. For
purposes of interpretation/enforcement, the parties to this Agreement shall be
considered joint authors, and this Agreement shall not be strictly construed
against either such party. No provision of this Agreement may be
modified or waived unless such modification or waiver is agreed to in writing
and signed by Executive and by a duly authorized officer of the
Company. No waiver by either party at any time of any breach by the
other party of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. Failure by Executive or the Company to insist upon strict
compliance with any provision of this Agreement or to assert any right
hereunder, including without limitation, the right of Executive to terminate
employment for Good Reason, shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement. Except as
otherwise specifically provided herein, the rights of, and benefits payable to,
Executive, his estate, or his beneficiaries pursuant to this Agreement are in
addition to any rights of, or benefits payable to, Executive, his estate, or his
beneficiaries under any other employee benefit plan or compensation program of
the Company.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized officer of the Company and Executive has executed this Agreement as
of the day and year first above written.
COMPASS
MINERALS INTERNATIONAL, INC.
By:
Name:
Title:
[NAME OF
EXECUTIVE]
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RESTRICTIVE
COVENANT AGREEMENT
This
RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is by and between
______________________________ (“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 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/her employment with Company, he/she 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 a period of 2 year(s) 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 a period of 2 year(s) 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
Executive 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, Executives, and other business associations are
among Company’s most important assets. Executive further acknowledges
that, in his/her employment with Company, he/she will have access to such
information/relationships and be responsible for developing and maintaining such
information/relationships.
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b. Restriction on
Competition. Executive agrees that, during Executive’s
employment with Company and for a period of 2 year(s) 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 product
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.
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3.
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General
Provisions.
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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, benfits, 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
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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 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 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.
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.
______________________
Date [Executive]
Compass
Minerals International, Inc.
______________________ By:
Date
Title:
Page
12
