EXHIBIT 10.2
RESTRICTED STOCK UNIT AWARD AGREEMENT
Name of Grantee:___________________________________________________
Grant Date:________________________________________________________
Number of Shares of Restricted Stock Units:________________________
This Agreement evidences the grant by Compass Minerals International,
Inc., a Delaware corporation (the "Company") of restricted 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.
1. Restricted Stock Units Awarded. Grantee is hereby awarded the number of
restricted stock units (the "Restricted Stock Units") first set forth above,
subject to the other terms and conditions of this Agreement and the Plan. Each
unit represents one share of the Company's Stock.
2. Vesting. The Restricted Stock Units shall be non-vested, and subject to
forfeiture as provided in paragraph 3, until the third (3rd) anniversary of the
Grant Date (the "Vesting Date"). Notwithstanding the foregoing, if Grantee's
employment is involuntarily terminated without Cause (as defined in paragraph 5)
or voluntarily terminated for Good Reason (as defined in Paragraph 5) within 18
months following a Change of Control, then the Restricted Stock Units shall
become vested and payable in accordance with paragraph 5.
3. Forfeiture. In the event Grantee's employment with the Company and its
Subsidiaries terminates prior to the date on which the Restricted Stock Units
have vested, such Restricted Stock Units will be forfeited by Grantee and no
benefits will be payable under this Agreement. For purposes of this Agreement,
neither an authorized leave of absence (authorized by the Company in writing to
Grantee) nor the retirement or disability of the Grantee shall be deemed a
termination of employment hereunder. The term "retirement" means a voluntary
separation from service on or after attaining age 62 and having a combined age
and years of service of at least 67. 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.
4. Payment of Benefits. Subject to paragraph 9, Grantee shall receive an
unrestricted stock certificate for a number of shares of Stock equal to the
Restricted Stock Units subject to this Agreement as soon as administratively
practicable following the Vesting Date (but in no event later than March 15 of
the year following the year in which the Vesting Date occurs).
5. Termination Following Change of Control. If, within 18 months following
a Change of Control, Grantee's employment is involuntarily terminated without
Cause or voluntarily terminated for Good Reason, then the Restricted Stock Units
shall be immediately vested and payable; provided that if Grantee is a specified
employee (as defined in section 409A of the Internal Revenue Code), payment
shall not be made before the date that is six (6) months after termination of
Grantee's employment or, if earlier, Grantee's date of death. If Grantee's
employment is involuntarily terminated for Cause either before or
after a Change of Control, but prior to the Vesting Date, then the Restricted
Stock Units will be forfeited by Grantee and no benefit shall be payable under
this Agreement.
For purposes of this Agreement, "Cause" means (i) the conviction of
Grantee of, or plea of guilty or nolo contendere by Grantee to, a felony or
misdemeanor involving moral turpitude, (ii) the indictment of Grantee for a
felony or misdemeanor under the federal securities laws, (iii) the willful
misconduct or gross negligence by Grantee resulting in material harm to the
Company or any Subsidiary, (iv) fraud, embezzlement, theft, or dishonesty by
Grantee against the Company or any Subsidiary, or willful violation by Grantee
of a policy or procedure of the Company, resulting in any case in material harm
to the Company, or (v) breach of any confidentiality agreement or obligation
and/or breach of any Restrictive Covenant Agreement or similar agreement by and
between Grantee and Company. For purpose of this paragraph, no act or failure to
act by Grantee shall be considered "willful" unless done or omitted to be done
by Grantee in bad faith and without reasonable belief that Grantee's action or
omission was in the best interests of the Company or its Subsidiaries. Any act,
or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board shall be conclusively presumed to be done, or omitted to be
done, by Grantee in good faith and in the best interests of the Company. The
Company must notify Grantee of any event constituting Cause within ninety (90)
days following the Company's knowledge of its existence or such event shall not
constitute Cause under this Agreement.
For purposes of this Agreement, "Good Reason" means, without Grantee's
express written consent, the occurrence of any of the following events within 18
months after a Change of Control:
(i) a material adverse change in Grantee's duties or
responsibilities as of the Change of 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 Grantee's reporting
structure, upon a change in Grantee'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 Grantee's duties or responsibilities that is part of an
across-the-board change in duties or responsibilities of employees at
Grantee's level;
(ii) any reduction in Grantee's annual base salary or annual target
or maximum bonus opportunity in effect as of the Change of 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 Grantee's level;
(iii) Company's (A) relocation of Grantee more than 50 miles from
Grantee's primary office location and more than 50 miles from Grantee's
principal residence as of the Change of Control or (B) requirement that
Grantee travel on Company business to an extent substantially greater than
Grantee's travel obligations immediately before such Change of control; or
(iv) a reduction of more than 10% in the aggregate benefits provided
to Grantee under the Company's employee benefit plans, including but not
limited to any "top hat" plans designated for key employees, in which
Grantee is participating as of the Change of Control.
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. Additionally, an isolated, insubstantial, and inadvertent action
taken in good faith and that is remedied by the Company within 10 days after
receipt of notice thereof given by Grantee shall not constitute Good Reason.
6. Voting and Dividend Rights. Grantee shall have no voting rights with
respect to the Restricted Stock Units awarded hereunder. Pursuant to Section 8.4
of the Plan, Grantee shall be entitled to receive Dividend Equivalents based
upon the number of Restricted Stock Units subject to this Agreement. Such
Dividend Equivalents shall be paid concurrently with any dividends or
distributions paid on the Company's Stock (but in no event later than March 15
of the year following the year in which such dividends or distributions are
paid) and shall be equal to one hundred percent (100%) of the value of the cash
dividend (or other property being distributed) per share being paid on the
Company's Stock times the number of Restricted Stock Units subject to this
Agreement. Dividend Equivalents shall paid in cash, shares of the Company's
Stock or such other property as may be distributed to the Company's
stockholders.
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 Restricted 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 Restricted
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 any shares of Restricted Stock
Units have vested. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Grant Date.
COMPASS MINERALS INTERNATIONAL, INC.
By:________________________________________
Name:______________________________________
Title:_____________________________________
GRANTEE
___________________________________________
Residence Address
___________________________________________
___________________________________________
