0001140361-12-021756 Sample Contracts

NON QUALIFIED STOCK OPTION AWARD AGREEMENT
Non Qualified Stock Option Award Agreement • April 27th, 2012 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of a non-qualified stock option to the above-referenced “Optionee” as of the “Grant Date” hereof pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan, as amended (the “Plan”).

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • April 27th, 2012 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Kansas

This CHANGE IN CONTROL SEVERANCE AGREEMENT is entered into as of the _______ day of _____________, _______ by and between Compass Minerals International, Inc., a Delaware corporation (the “Company”), and _________________ (“Executive”).

INDEPENDENT DIRECTOR DEFERRED STOCK AWARD AGREEMENT
Independent Director Deferred Stock Award Agreement • April 27th, 2012 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

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, 20__; July 1, 20__; October 1, 20__; and January 1, 20__ (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.

THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT
Compass Minerals International Inc • April 27th, 2012 • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

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.

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