exhibit10_1director.htm


     

    Exhibit
      10.1

     

    2008
      INDEPENDENT DIRECTOR DEFERRED STOCK AWARD

    


    Name
      of Independent
      Director:                                                                                                                                          

    


    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, 2008; July 1, 2008; October 1, 2008; and January 1, 2009
      (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.

    


    1.      Deferred
      Stock.  The number of shares of Deferred Stock subject to this
      Agreement shall be determined as of each Quarterly Grant Date and shall be
      equal
      to the ratio of (A) the aggregate value of the Director’s fees for the
      applicable calendar quarter to be paid in the form of Deferred Stock pursuant
      to
      Director’s election on Exhibit A attached hereto, to (B) the Fair Market Value
      per share of Stock as of such Quarterly Grant Date.

    


    2.      Accounting
      for Deferred Stock.  The Company shall maintain a separate
      bookkeeping account (the “Deferred Stock Account”) to reflect the shares of
      Deferred Stock subject to this Agreement.  Such Deferred Stock Account
      shall be administered in a manner consistent with the Compass Minerals
      International, Inc. Directors’ Deferred Compensation Plan.

    


    3.      Vesting.  The
      Deferred Stock shall be 100% vested at all times.

    


    4.      Payment
      Following Separation.  At the time Director ceases to be a member
      of the Board for any reason, Director shall be entitled to receive payment
      equal
      to the number of shares of Deferred Stock subject to this
      Agreement.  Such payment shall be made in whole shares of Stock (with
      cash for fractional shares) in either (i) a single lump sum or (ii) annual
      installments over a period of not less than two years nor more than ten
      years.  Director shall designate the form of payment on an election
      form filed with the Secretary of the Company no later than the close of
      Director’s taxable year immediately preceding the taxable year with respect to
      which this Agreement relates.

    


    5.  Payment
      Following Change of Control.  Notwithstanding Section 4 or any
      other provision of the Agreement to the contrary, if a Change of Control of
      the
      Company occurs prior to the complete distribution of a Director’s benefit under
      this Agreement, then any portion of such benefit that has not theretofore been
      distributed shall be distributed in a single lump sum to Director (or, as
      applicable, his beneficiary) immediately following the Change of
      Control.

    


    6.      Payment
      Upon Death; Beneficiary Designation.  Director shall have the
      right to designate a beneficiary who is to succeed to his or her right to
      receive payments hereunder in the event of death.  Any designated
      beneficiary shall receive payments in the same manner as Director if he or
      she
      had lived.  In case of a failure of designation or the death of a
      designated beneficiary without a designated successor, Director’s remaining
      benefit shall be paid in full to his or her surviving spouse (or if none,
      Director’s estate) as soon as administratively practicable following Director’s
      death.  No designation of beneficiary or change in beneficiary shall
      be valid unless it is in writing signed by the Director and filed with the
      Secretary of the Company.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    7.      Voting
      and Dividend Rights.  Director shall have no voting rights with
      respect to the Deferred Stock awarded hereunder.  Pursuant to Section
      8.4 of the Plan, Director shall be entitled to receive Dividend Equivalents
      with
      respect to the Deferred Stock subject to this Agreement.  Such
      Dividend Equivalents shall be credited to the Deferred Stock Account as
      of  the date the Company pays any dividend (whether in cash or in
      kind) on shares of Stock in an amount equal to the ratio of (A) the aggregate
      value of the dividend that would have been payable on the Deferred Stock held
      by
      the Director immediately prior to such payment date had the shares of Stock
      represented by such Deferred Stock been outstanding as of such payment date
      to
      (B) the Fair Market Value per share of Stock as of such date.

    


    8.      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 Director only by Director. 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.

    


    9.  Unfunded
      Obligation.  This Agreement is designed and shall be administered
      at all times as an unfunded arrangement and Director shall be treated as an
      unsecured general creditor and shall have no beneficial ownership of any assets
      of the Company.

    


    10.  Taxes.  Director
      will be solely responsible for any federal, state or other taxes imposed in
      connection with the granting of the Deferred Stock or the delivery of shares
      of
      Stock pursuant thereto, and Director 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 Director with respect to the Award hereunder, the Company shall
      withhold taxes pursuant to the terms of the Plan.

    


    11.  Changes
      in Circumstances.  It is expressly understood and agreed that
      Director assumes all risks incident to any change hereafter in the applicable
      laws or regulations or incident to any change in the value of the Deferred
      Stock
      or the shares of Stock issued pursuant thereto after the date
      hereof.

    


    12.
      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.

    


    13
      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.

    9900
      West 109th Street

    Overland
      Park KS 66210

    Attn:
      Vice President Human Resources

    


    If
      to Director, 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


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    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.

    


    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 Director 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.   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.

    


    [Signature
      page to follow]


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this
      Agreement.

    


    COMPASS
      MINERALS INTERNATIONAL, INC.

    


    By:                                                                           

    


    Name:                                                                           

    


    Date:                                                                           

    


    


    DIRECTOR

    


    


    


    


    Date

    


    Residence
      Address

    


    


    


    


    



    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    EXHIBIT
      A TO 2008 INDEPENDENT DIRECTOR DEFERRED STOCK AWARD

    


    
      	
               

            	
               

            	
               

            	
               

            
	
              Last
                Name

            	
              First
                Name

            	
              MI

            	
              Social
                Security Number

            
	 	 	 	 
	
               

            	
               

            	
               

            	
               

            
	
              Mailing
                Address

            	
              City

            	
              State

            	
              Zip
                Code

            
	 	 	 	 
	
               

            	
               

            	
               

            	
               

            
	
              Telephone

            	
              Email
                Address

            	 	 
	
               

            	
               

            	
               

            	
               

            


    

    


    Instruction:  Elections
      must be made on or before December 31 of the year immediately preceding the
      year
      with respect to which the award relates.  Any person who first becomes
      a Director during a calendar year, and who was not a Director of the Company
      on
      the preceding December 31, may elect, no later than seven days after the
      Director’s term begins, to defer payment of all or a specified part of his or
      her fees payable for the remainder of such year.

    


    SECTION
      1 - DEFERRAL ELECTION

    


    A.           Cash
      Retainer

    


    I
      elect to receive the following portion of my annual cash retainer in the form
      of
      Deferred Stock under the Compass Minerals International, Inc. 2005 Incentive
      Award Plan:

    


    _______%
      (insert 0%; 25%; 50%; 75%; or 100%)

    


    B.           Stock
      Retainer

    


    Instruction:  In
      connection with the minimum shareholder ownership requirements for non-employee
      directors, your annual stock retainer will be automatically issued in the form
      of Deferred Stock until your total shareholder ownership (or equivalent) equals
      or exceeds five times your annual cash retainer.  Once you attain the
      minimum shareholder ownership threshold, the automatic deferral requirement
      will
      no longer apply, beginning with the first year following the year in which
      the
      minimum threshold is achieved.

    


    I
      elect to receive the following portion of my annual cash retainer in the form
      of
      Deferred Stock under the Compass Minerals International, Inc. 2005 Incentive
      Award Plan:

    _______%
      (insert 0%; 25%; 50%; 75%; or 100%)

    


    
      
        

      

    

    


    SECTION
      2 – DISTRIBUTION  ELECTION

    


    A.           Commencement
      of Distribution

     

    Except
      as otherwise set forth in Section 2C, below, your Deferred Stock benefit will
      be
      paid or benefits will commence as soon as administratively practicable following
      the date you resign or otherwise cease being a Director for any
      reason.

     

    B.           Form
      of Distribution

    


    Except
      as otherwise set forth in Section 2C, below, I irrevocably elect to receive
      distributions of my Deferred Stock benefit in accordance with the following
      election (check one):

    


    o  In
      one lump
      sum; or

    o  In
      _______
      (insert number) annual installments (not less than 2 or more than
      10).


    
      
              

                                                                   
    

         

      

      
        A-1

        
          

        

      

      
         

      

    


    I
      understand that the first distribution will be payable as of the date set forth
      in Section 2A, above, and that if I elect annual installment payments I will
      receive an installment as of each January 1 immediately following the first
      distribution until my entire Deferred Stock benefit has been distributed in
      full.  I also understand that my election under this Section 2B is
      irrevocable.

    


     C.           Change
      in Control

    


    
      I
        understand that, notwithstanding any other provision of this Deferral Election
        Form to the contrary, my entire Deferred Stock benefit will be distributed
        in a
        single lump sum immediately following the occurrence of a Change in Control
        of
        the Company.

      


    

    
      
        

      
SECTION
      3 - BENEFICIARY DESIGNATION

    If
      you die before you receive full payment of your Deferred Stock benefit, your
      remaining benefit will be paid to your Beneficiary designated in this Section
      3.  Payment will be made in the same manner as specified under Section
      2B.

    


    
      	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Social
                Security Number

            	
              Last
                Name

            	 	
              First
                Name

            	
              MI

            
	 	 	 	 	 
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Mailing
                Address

            	
              City

            	
              State

            	
              Zip
                Code

            	
              Telephone

            


    

    
       

      
 

    

    
      
        

      

    

    SECTION
      4 – SIGNATURE

    


    
      
        

      
Signature

    


    
      
        

      

    

    Date

       

      
        

      

    

    



    
      
              

                                                                   
    

         

      

      
        A-2