exhibit10_2.htm


    Exhibit
      10.2


      

       

      
        	
                TO:

              	
                John
                  Fallis, Vice President and General Manager, North American Highway
                  Business Unit

              


      

      


      
        	
                DATE:

              	
                August
                  8, 2007

              


      

      


      
        	
                FROM:

              	
                Angelo
                  Brisimitzakis, President and Chief Executive
                  Officer

              


      

      


      
        	
                SUBJECT:

              	
                Internal
                  Job Offer

              


      

      
        


      

      


      This
        memo is confirmation of the employment offer to change your employment status
        (as requested by you) to part-time. Your new assignment will be to work on
        projects within the North America Highway business unit.  As a
        part-time employee you will be an “employee at will” for the full duration of
        your employment.

      


      You
        will be regularly scheduled to work an average of 24 hours per week. This
        employment change will be effective April 1, 2008. It has been discussed
        that
        your employment is intended to last for two years (until April 1, 2010),
        however
        this is not a guarantee, and either party has the ability to terminate your
        employment at anytime after April 1, 2009. This internal offer memo is not
        intended to be an employment agreement between you and Compass
        Minerals.

      


      Compensation
        and Benefits:

       

                                                                                                             

      
        	
                 

                 

                Base
                  Salary

                 

                Annual
                  Incentive Target

                 

                Long
                  Term Incentive Plan

                 

                Equity
                  Vesting

                 

                Benefits:

                 

                A.  Healthcare

                B.  Life
                  Insurance AD&D

                C.  Short
                  Term Disability

                D.  Long
                  Term Disability

                E.  401(k)

                F.  Profit
                  Sharing

                G.  Restoration
                  Plan

                H.  Vacation

                 

                Non-Compete
                  Agreement

                (Restrictive
                  Covenant)

              	
                Current

                 

                $258,000

                 

                50%

                 

                Eligible

                 

                Standard
                  vesting

                 

                Eligible
                  for all listed benefits (A-H)

                 

                 

                 

                 

                 

                 

                 

                 

                 

                   

                All
                  elements remain in full force

              	
                New

                 

                $129,000

                 

                Not
                  eligible

                 

                Not
                  eligible

                 

                Same

                 

                Eligible
                  for all listed benefits (A-G)

                 

                 

                 

                 

                 

                 

                 

                 

                H.  Vacation
                  prorated.

                 

                All
                  elements remain in full force

              


      

      


      Please
        confirm your acceptance with your signature and date.

      


      


      Signature:                                                                                     Date: