0001227654-09-000021 Sample Contracts

Name of Independent Director:
Director Deferred Stock Award Agreement • April 28th, 2009 • 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, 2009; July 1, 2009; October 1, 2009; and January 1, 2010 (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.

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AMENDMENT TO CHANGE IN CONTROL SEVERANCE
Change in Control Severance • April 28th, 2009 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This Amendment is made this ___ day of December 2008, by and between Compass Minerals International, Inc., a Delaware corporation (“Company”), and __________________ (“Executive”).

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