exhibit10_2.htm


    Exhibit
      10.2


     

    


    


    COMPASS
      MINERALS GROUP, INC.

    RESTORATION
      PLAN

    


    


    


    


    



    
      
              

                       
      

                  
      
    

        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    


    CONTENTS

    


    

      
        	
                An
                  Introduction to Your Restoration Plan

              	
                3

              
	
                IRS
                  Limits

              	
                3

              
	
                Highlights
                  of the Plan

              	
                4

              
	
                Defining
                  Pay”

              	
                4

              
	 	 
	
                Eligibility
                  and Participation

              	
                5

              
	
                Who
                  Is Eligible

              	
                5

              
	
                Enrollment
                  and Participation

              	
                5

              
	 	 
	
                Contributions

              	
                5

              
	
                Company
                  Match Make-Up

              	
                6

              
	
                Profit
                  Sharing Make-Up

              	
                6

              
	
                Combined
                  Make-Up Credits

              	
                6

              
	
                Investment
                  Earning Adjustments

              	
                7

              
	
                How
                  Your Account Is Valued

              	
                7

              
	 	 
	
                When
                  You Receive Payment

              	
                7

              
	
                Vesting

              	
                7

              
	
                If
                  You Retire, Die, or Terminate Employment

              	
                8

              
	
                If
                  You Leave Compass Minerals

              	
                8

              
	
                How
                  You Receive Your Plan Payout

              	
                8

              
	
                The
                  Payout

              	
                8

              
	
                Taxation
                  of Your Plan Benefits

              	
                8

              
	
                Loans
                  and Withdrawals

              	
                9

              
	 	 
	
                Situations
                  Affecting Your Benefits

              	
                9

              
	
                Involuntary
                  Distributions

              	
                9

              
	
                No
                  Implied Promises

              	
                9

              
	
                If
                  the Plan Is Amended or Ended

              	
                10

              
	 	 
	
                Administrative
                  Information

              	
                10

              
	
                Plan
                  Administrator

              	
                10

              
	
                Plan
                  Name

              	
                10

              
	
                Plan
                  Year

              	
                10

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      




    AN
      INTRODUCTION TO YOUR RESTORATION PLAN

    


    The
      Restoration Plan is a companion to the Savings Plan. It is designed to make
      up
      for the IRS rules that limit your contributions, company match, and the Compass
      Minerals profit sharing contributions to your account. It also allows for
      additional Company matching contributions on pay you voluntarily make to the
      Restoration Plan provided you are over the IRS salary limit of ($200,000 for
      2003).

    


    Compass
      Minerals Group offers the Profit Sharing and Savings Plan for before-tax,
      after-tax, Company match, and profit sharing contributions to encourage you
      to
      save now to meet your financial goals for retirement.

    


    However,
      the Internal Revenue Service (IRS) limits the amount you and Compass Minerals
      Group may contribute and the amount of pay that can be considered when
      determining benefits under the Profit Sharing and Savings Plan.  The
      Restoration Plan makes it possible for you to receive a full Company match
      and
      profit sharing contribution on all of your eligible pay.

    


    IRS
      LIMITS

    


    The
      IRS limits the amount of your pay recognized when determining the amount of
      Company match, your contributions, and profit sharing contributions the Company
      can make to your Profit Sharing and Savings Plan account.  This limit
      is $200,000 for the year 2003. This limit has the potential to increase
      (decrease) based upon IRS limits.

    


    The
      IRS also limits the amount of Annual Additions that can be made to your
      tax-Qualified Profit Sharing and Savings Plan account. For the year 2003, the
      IRS limits the Annual Additions to the $40,000.   These limits
      will be increased in future years for the cost of living.

    


    Your
      Annual Additions include:

    


    
      	
              ·  

            	
               your
                before-tax and after-tax
                contributions

            


    

    
      	
              ·  

            	
               the
                Company’s matching contributions

            


    

    
      	
              ·  

            	
               the
                company’s profit sharing
                contributions

            


    

    


    Compass
      Minerals Group credits to your Restoration Plan account an amount equal to
      the
      excess of what you would receive as a Company match and profit sharing
      contributions without regard to the limitations and with regard to the deferrals
      of compensation you make to the plan.  The company match, your
      contributions, and profit sharing contributions are reduced by the appropriate
      Social Security and Medicare (FICA) tax which is payable on elective and
      non-qualified deferrals.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    HIGHLIGHTS
      OF THE PLAN

    


    Since
      the Restoration Plan provides benefits beyond IRS limits, it is not considered
      a
      tax-qualified plan.  Compass Minerals Group may, at its own
      discretion, establish a grantor trust for the purpose of accumulating assets
      to
      pay plan benefits.  However, the assets are subject to the company’s
      creditors and are not guaranteed to be available to pay benefits.

    


    Individual
      plan accounts are bookkeeping accounts which are maintained by the Company
      to
      reflect the amount. Credited earnings and losses on the amounts credited in
      your
      account balance within the plan will be maintained as though you invested in
      the
      plan based upon your elections.

    


    The
      following is a summary of what you need to know about the plan. It is intended
      to give you general information about your plan rights and responsibilities.
      However, it does not include all of the detailed plan provisions. These
      provisions are defined in the legal plan document. Therefore, if there are
      any
      discrepancy between this summary and the plan document, the plan document
      governs.

    


    


    DEFINING
      “PAY”

    


    There
      are distinct differences in the definitions of pay used to calculate your
      benefits in the Profit Sharing and Savings Plan and the Restoration Plan as
      well
      as in determining IRS Limits on Annual Additions.

    


    For
      Calculating Profit Sharing and Savings Plan Contributions, your eligible pay
      generally includes your total annual base salary and wages, and overtime,
      commissions, and certain bonuses paid by Compass Minerals or a participating
      affiliate.

    


    Eligible
      pay does not include moving expenses, welfare benefits, safety bonuses, sign-on
      bonuses, or any long-term compensation. The Benefits Committee or the Executive
      Committee determines how the plan treats other bonuses and special forms of
      compensation.

    


    For
      both Plans, pay includes voluntary 401(k) deferrals to the qualified plan and
      pre-tax contributions to the cafeteria plan.  Elective deferrals to
      the Restoration Plan are added back for purposes of this Plan.

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    ELIGIBILITY
      AND PARTICIPATION

    


    


    Who
      Is Eligible?

    


    Each
      year the Executive Committee of Compass Minerals Group determines who is
      eligible to participate in the Restoration Plan.

    


    You
      may be eligible to participate in the plan if you are a key management and/or
      highly compensated employee who is:

    


    
      	
              ·  

            	
              eligible
                to participate in the Profit Sharing and Savings
                Plan

            


    

    
      	
              ·  

            	
              salary
                grade 20 or above

            


    

    
      	
              ·  

            	
              approved
                by a committee selected by the Executive
                Committee

            


    

    


    


    Enrollment
      and Participation

    


    You
      do not need to enroll to become a participant in the Restoration Plan. You
      automatically begin participating in the plan when contributions are credited
      to
      the plan on your behalf.  Plan contributions are credited within a
      reasonable time following the date they would have been made to the qualified
      Profit Sharing and Savings Plan had they been permitted.

    


    Naming
      a Beneficiary

    


    The
      beneficiary under the Restoration Plan is the same as you have designated for
      the Profit Sharing and Savings Plan.

    


    CONTRIBUTIONS

    


    There
      are four sources of Company credits to the Restoration Plan:

    


    
      	
              ·  

            	
              your
                contributions

            


    

    
      	
              ·  

            	
              Company
                Match Make-up

            


    

    
      	
              ·  

            	
              Profit
                Sharing Make-up

            


    

    
      	
              ·  

            	
              contributions
                deemed by the Executive Committee or Benefits Committee to be
                eligible

            


    

    


    Your
      Contributions

    


    Before
      December 31 of each year, you can elect to defer your salary and/or bonus into
      the plan at a maximum of 50% of your total salary and bonus.  A newly
      hired participant can elect to make an election provided they do so within
      the
      first 30 days of employment.  The election is irrevocable for the
      following calendar year unless you are newly hired, in which case your election
      is irrevocable for the current year.  These contributions are part of
      the company’s plan assets that are managed by you and are subject to creditors
      and bankruptcy of the company.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    


    If
      you make over the IRS limit of Code Section 407(a) (17) for qualified subject
      earnings for a tax qualified plan ($200,000 in 2003), you have the ability
      to
      make an election in the prior year to defer the maximum contributions for both
      the plan and the 401(k) plan.  If you elect to defer under this
      option, you would be required to maximize the 401(k) before tax.  The
      amount elected under this option is off set by your election under the 401(k)
      plan.  As you reach the limits in the 401(k) plan, your contributions
      into the Restoration plan will be increased when administratively
      possible.  These contributions are subject to creditors and bankruptcy
      of the company.

    


    Company
      Match Make-Up

    


    Each
      year, if you are an eligible participant and your Company matching contributions
      in the qualified Profit Sharing and Savings Plan are limited due to IRS before
      tax limitations or if you have deferred pay under the Restoration Plan, Compass
      Minerals Group will make a matching credit to the Restoration
      Plan.  This credit equals:

    


    
      	
              ·  

            	
              The
                excess of the amount of Company matching contributions that would
                have
                been made for you under the qualified Profit Sharing and Savings
                Plan-without regard to the IRS limitations and including compensation
                deferred under the Nonqualified Deferred Compensation
                Plan-over

            


    

    
      	
              ·  

            	
              The
                amount of Company matching contributions actually made for you to
                the
                qualified plan

            


    

    
      	
              ·  

            	
              Reduced
                by applicable Social Security (FICA)
                taxes

            


    

    


    If
      your salary is greater than $200,000 (Year 2003), you maximize your before-tax
      contribution under the qualified Profit Sharing and Savings Plan, and the amount
      is elected in the prior year that your contribution limits are maximized in
      the
      qualified Profit Sharing and Savings Plan, the company will treat such
      contributions that are added to the plan due to the limits of employee
      contribution as eligible contributions, and will match monthly or as soon as
      administratively possible.

    


    Profit
      Sharing Make-Up

    


    Each
      year, if you are an eligible participant and the Company’s profit sharing
      contribution on your behalf to the qualified Profit Sharing and Savings Plan
      is
      limited due to IRS limitations or you have deferred pay under Restoration Plan,
      Compass Minerals Group will also make a profit sharing credit to your
      Restoration Plan account.  This credit equals:

    


    
      	
              ·  

            	
              The
                excess of the amount of profit sharing contribution that would have
                been
                made for you under the qualified Profit Sharing and Savings Plan-without
                regard to the IRS limitations and including compensation deterred
                under
                the Nonqualified Deferred Compensation
                plan-over

            


    

    
      	
              ·  

            	
              The
                amount of the profit sharing contribution actually made for you to
                the
                qualified plan: and

            


    

    
      	
              ·  

            	
              Reduced
                by applicable Social Security (FICA)
                taxes

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    Compass
      Minerals Group monitors Annual Additions to the qualified plan and allocates
      the
      appropriate amount as a profit sharing Make-up credit to the Restoration
      Plan.

    


    Investment
      Earning Adjustments

    


    The
      Restoration Plan is an unfunded plan with no actual investment option attached
      directly to it.  However, your account balance is still adjusted (with
      increases or decreases) as if it were invested in the same fund option and
      in
      the same proportion that you elect for your profit sharing accounts under the
      qualified Profit Sharing and Savings Plan.  The Restoration Plan does
      not provide for separate investment elections.

    


    The
      investment earnings include all interest, dividends, earnings and other property
      which would have been received had these amounts actually been invested in
      these
      options.  The earnings are credited to your account under this plan as
      of the end of each calendar quarter.

    


    How
      Your Account Is Valued

    


    The
      plan determines the value of your Restoration Plan account on a quarterly basis,
      not daily like the qualified Profit Sharing and Savings Plan.  The
      plan allocates any deemed investment earnings, gains, and losses to a
      bookkeeping account maintained in your name.

    


    You
      receive a Restoration Plan Account Statement that reflects credits and deemed
      earnings for the three-month periods ending February, May, August, and November.
      To obtain information about your account at any time, please call the Director
      of Compensation and Benefits at 1-913-344-9240.

    


    


    WHEN
      YOU RECEIVE PAYMENT

    


    Vesting

    


    Based
      on your years of service with Compass Minerals Group, you earn a right to the
      account maintained for you in the Restoration Plan subject to the previous
      restrictions mentioned under contribution.  This is called
“vesting”.  You are 100% vested in Company contributions and earnings
      in the Restoration Plan subject to the creditors of the Company unless you
      terminate your employment with the Company on or after July 1, 2003 for “Cause”
in which case, your Accounts will be forfeited to the extent any financial
      loss
      to the company.  “Cause” includes but is not limited to: engaging in
      illegal acts or unethical behavior (as defined in the Policy on Conflicts of
      Interest), proof of drunkenness, abuse of sick leave privileges, misuse of
      drugs, dishonesty, theft, disclosure of confidential information, gross
      negligence, insubordination or gross incompetence.

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    If
      You Retire, Die, or Terminate Employment

    


    If
      you retire, die, or terminate employment for any reason, you or your beneficiary
      is entitled to receive the full value of your plan account.

    


    If
      you are married, your spouse automatically is your beneficiary unless you have
      filed a Beneficiary Designation Form naming another beneficiary.

    


    If
      you die before you receive a plan distribution, the plan pays your vested
      balance to your designated beneficiary. The plan makes these distributions
      in a
      single lump sum payment as soon as administratively practicable after the end
      of
      the calendar quarter in which you die.

    


    Also,
      if you retire or die in the middle of a plan year, you are eligible for a
      prorated portion of your profit sharing contribution that includes the period
      of
      employment up to the date of your retirement or death.  This prorated
      portion is calculated and credited at the end of the first quarter of the year
      following retirement or death.

    


    If
      You Leave Compass Minerals Group

    


    If
      you leave Compass Minerals Group (and all of its affiliates), you will receive
      the value of your plan account as soon as administratively practicable, provided
      it was not for cause, after the end of the quarter in which you terminate unless
      you made an election for 10 year payout.  No profit sharing
      contribution is made for the portion of the year you worked before terminating
      employment.

    


    


    


    HOW
      YOU RECEIVE YOUR PLAN PAYOUT

    


    The
      Payout

    


    When
      you terminate employment for any reason, you or your beneficiary are entitled
      to
      receive payment of your Restoration Plan account. All payouts from the
      Restoration Plan are made based upon your election.  The forms of
      payment are lump sum cash payment or payment over a ten year
      period.  If no election is made, the default payment is a lump sum
      payment.  The decision to make an election for payment has to be made
      at least the year before the payout or the time the IRS designates.

    


    Taxation
      of Your Plan Benefits

    


    Your
      Restoration Plan account is tax-deferred and generally taxable only in the
      year
      that it is paid to you at that time. Payments are subject to federal and state
      income taxes and related withholding requirements.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    However,
      Social Security/Medicare (FICA) taxes apply to the credits in your Restoration
      Plan account at the time these credits are made.  Therefore, each time
      a credit is entered in your Restoration Plan account, FICA taxes are withheld
      on
      that amount.  Once a credit is subject to FICA taxes, future
      investment earnings on that credit are not subject to FICA taxes.

    


    FICA
      taxes are deducted from the credits in your Restoration Plan account and the
      amount is noted on your regular payroll check issued within 30 days of crediting
      your account. These amounts withheld to pay FICA taxes are considered wages
      and
      subject to federal and state income taxes.

    


    Because
      the Restoration Plan is a nonqualified plan, payments are not eligible for
      rollover to an individual retirement account (IRA) or to another qualified
      retirement plan.  Also, the federal 10% penalty tax on early
      distributions from retirement accounts does not apply.

    


    LOANS
      AND WITHDRAWALS

    


    Your
      Restoration Plan account balance is not available for loans or withdrawals
      prior
      to your termination of employment.

    


    


    


    


    SITUATIONS
      AFFECTING YOUR BENEFITS

    


    The
      plan is designed to provide you with a benefit when your active employment
      ends.
      However, some situations may affect your plan benefits.

    


    Involuntary
      Distributions

    


    The
      plan may authorize an automatic distribution of all or a portion of your balance
      in the plan if it is determined that you will recognize as income for federal
      tax purposes amounts you deferred under the plan prior to the time such amounts
      are paid. Such determination must be made due to a:

    


    
      	
              ·  

            	
              change
                in tax law

            


    

    
      	
              ·  

            	
              published
                ruling or similar announcement issued by the
                IRS

            


    

    
      	
              ·  

            	
              regulation
                issued by the Secretary of the
                Treasury

            


    

    
      	
              ·  

            	
              decision
                by a court having appropriate
                jurisdiction

            


    

    


    No
      Implied Promises

    


    Nothing
      in this plan says or implies that your plan participation is a guarantee of
      your
      continued employment with Compass Minerals Group.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    If
      the Plan Is Amended or Ended

    


    The
      Compass Minerals Group Board of Directors, Executive Committee, and the Benefits
      Committee reserve the right to amend, change, or terminate the plan at any
      time.  If material changes are made in the future, you will be told
      about them.  However, any change or amendment will not, without your
      consent, adversely affect your right to receive payments of compensation already
      deferred and vested under existing terms of the plan.

    


    Also,
      the Restoration Plan will automatically be terminated should circumstances
      cause
      the termination of the Profit Sharing and Savings Plan.  However, no
      termination will alter your right to receive payments previously credited under
      the plan.

    


    


    ADMINISTRATIVE
      INFORMATION

    


    Plan
      Administrator

    


    The
      Benefits Committee of Compass Minerals Group administers the plan under the
      direction of the Compensation Committee of the Board of
      Directors.  The Committee’s duties and authority include:

    


    
      	
              ·  

            	
              The
                interpretation of the provisions of the
                plan

            


    

    
      	
              ·  

            	
              The
                adoption of rules and regulations which may become necessary or advisable
                in the operation of the plan

            


    

    
      	
              ·  

            	
              The
                making of determinations that may be permitted or required under
                the
                plan

            


    

    
      	
              ·  

            	
              The
                taking of any action necessary to ensure proper administration of
                the plan
                in accordance with its terms

            


    

    


    The
      decisions of the Committee with respect to administration are final and
      binding.

    


    You
      may contact the Committee at:

    


    Compass
      Minerals Group

    9900
      West 109th
      Street, Suite 600

    Overland
      Park, KS 66210

    


    Plan
      Name

    


    The
      official name of the plan is the Compass Minerals Group, Inc. Restoration
      Plan.

    


    Plan
      Year

    


    The
      Plan year is the 12 month period beginning each January 1 and ending the
      following December 31.


    
      
        
        

      

      
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