RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit
10.1
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”).
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. Payment
Following Change of Control. Notwithstanding any provision in
this Agreement to the contrary, in the event of a Change of Control, the
Grantee’s Restricted Stock Units shall become vested and payable if (i) the
surviving entity does not agree prior to such Change of Control to substitute
immediately after the Change of Control an economically equivalent right as
appropriate under the circumstances, or (ii) Grantee’s employment is
involuntarily terminated without Cause or voluntarily terminated for Good Reason
within 18 months following such Change of Control; provided,
however, if payment is made pursuant to clause (i) and the Change
of
Control event does not constitute a “change in control” within the meaning of
section 409A of the Internal Revenue Code, then payment will be delayed until
the earlier of Grantee’s termination of employment or the Vesting Date; and
provided further, if Grantee is a specified employee (as defined in
section 409A of the Internal Revenue Code), then payment following Grantee’s
termination of employment shall be delayed for a period of six (6) months in
accordance with Section 409A of the Internal Revenue Code 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:
Xxxxxxxx Xxxxxx, 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
_______________________________________
_______________________________________
