exhibit10_1.htm


     

    Exhibit
      10.1


    RESTRICTED
      STOCK UNIT AWARD AGREEMENT

    


    


    Name
      of
      Grantee:                                                                                                

    Grant
      Date:                                                                                                

    Number
      of Shares of Restricted Stock
      Units:                                                                                                           

    


    This
      Agreement evidences the grant by Compass Minerals International, Inc., a
      Delaware corporation (the “Company”) of restricted 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.

    


    1.  Restricted
      Stock Units Awarded.  Grantee is hereby awarded the number of
      restricted stock units (the “Restricted Stock Units”) first set forth above,
      subject to the other terms and conditions of this Agreement and the
      Plan.  Each unit represents one share of the Company’s
      Stock.

    2.  Vesting.  The
      Restricted Stock Units shall be non-vested, and subject to forfeiture as
      provided in paragraph 3, until the third (3rd) anniversary
      of the
      Grant Date (the “Vesting Date”).

    3.  Forfeiture.  In
      the event Grantee’s employment with the Company and its Subsidiaries terminates
      prior to the date on which the Restricted Stock Units have vested, such
      Restricted Stock Units will be forfeited by Grantee and no benefits will be
      payable under this Agreement.  For purposes of this Agreement, neither
      an authorized leave of absence (authorized by the Company in writing to
      Grantee)  nor the retirement or disability of the Grantee shall be
      deemed a termination of employment hereunder.  The term “retirement”
means a voluntary separation from service on or after attaining age 62 and
      having a combined age and years of service of at least 67.  The term
“disability” means Grantee is unable to engage in any substantial gainful
      activity by reason of a medically determinable physical or mental impairment
      which can be expected to last for a continuous period of not less than twelve
      (12) months; or is, by reason of a medically determinable physical or mental
      impairment which can be expected to last for a continuous period of not less
      than twelve (12) months, receiving replacement benefits for a period of not
      less
      than three (3) months under an accident and health plan covering employees
      of
      the Company.

    


    4.  Payment
      of Benefits.  Subject to paragraph 9, Grantee shall receive an
      unrestricted stock certificate for a number of shares of Stock equal to the
      Restricted Stock Units subject to this Agreement as soon as administratively
      practicable following the Vesting Date (but in no event later than March 15
      of
      the year following the year in which the Vesting Date occurs).

    


    5.  Payment
      Following Change of Control.  Notwithstanding any provision in
      this Agreement to the contrary, in the event of a Change of Control, the
      Grantee’s Restricted Stock Units shall become vested and payable if (i) the
      surviving entity does not agree prior to such Change of Control to substitute
      immediately after the Change of Control an economically equivalent right as
      appropriate under the circumstances, or (ii) Grantee’s employment is
      involuntarily terminated without Cause or voluntarily terminated for Good Reason
      within 18 months following such Change of Control; provided,
however, if payment is made pursuant to clause (i) and the Change
      of
      Control event does not constitute a “change in control” within the meaning of
      section 409A of the Internal Revenue Code, then payment will be delayed until
      the earlier of Grantee’s termination of employment or the Vesting Date; and
provided further, if Grantee is a specified employee (as defined in
      section 409A of the Internal Revenue Code), then payment following Grantee’s
      termination of employment shall be delayed for a period of six (6) months in
      accordance with Section 409A of the Internal Revenue Code or, if earlier,
      Grantee’s date of death.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      Grantee’s employment is involuntarily terminated for Cause either before or
      after a Change of Control, but prior to the Vesting Date, then the Restricted
      Stock Units will be forfeited by Grantee and no benefit shall be payable under
      this Agreement.

    


    For
      purposes of this Agreement, “Cause”
means (i) the conviction of Grantee of, or plea of guilty or nolo contendere
      by
      Grantee to, a felony or misdemeanor involving moral turpitude, (ii) the
      indictment of Grantee for a felony or misdemeanor under the federal securities
      laws, (iii) the willful misconduct or gross negligence by Grantee resulting
      in
      material harm to the Company or any Subsidiary, (iv) fraud, embezzlement, theft,
      or dishonesty by Grantee against the Company or any Subsidiary, or willful
      violation by Grantee of a policy or procedure of the Company, resulting in
      any
      case in material harm to the Company, or (v) breach of any confidentiality
      agreement or obligation and/or breach of any Restrictive Covenant Agreement
      or
      similar agreement by and between Grantee and Company.  For purpose of
      this paragraph, no act or failure to act by Grantee shall be considered
“willful” unless done or omitted to be done by Grantee in bad faith and without
      reasonable belief that Grantee’s action or omission was in the best interests of
      the Company or its Subsidiaries.  Any act, or failure to act, based
      upon authority given pursuant to a resolution duly adopted by the Board shall
      be
      conclusively presumed to be done, or omitted to be done, by Grantee in good
      faith and in the best interests of the Company.  The Company must
      notify Grantee of any event constituting Cause within ninety (90) days following
      the Company’s knowledge of its existence or such event shall not constitute
      Cause under this Agreement.

    


    For
      purposes of this Agreement, “Good Reason” means, without Grantee’s express
      written consent, the occurrence of any of the following events within 18 months
      after a Change of Control:

    


    (i)           a
      material adverse change in Grantee’s duties or responsibilities as of the Change
      of Control (or as the same may be increased from time to time thereafter);
      provided, however, that Good Reason shall not be deemed to occur upon a change
      in Grantee’s reporting structure, upon a change in Grantee’s duties or
      responsibilities that is a result of the Company no longer being a publicly
      traded entity and does not involve any other event set forth in this paragraph,
      or upon a change in Grantee’s duties or responsibilities that is part of an
      across-the-board change in duties or responsibilities of employees at Grantee’s
      level;

    


    (ii)           any
      reduction in Grantee’s annual base salary or annual target or maximum bonus
      opportunity in effect as of the Change of Control (or as the same may be
      increased from time to time thereafter); provided, however, that Good Reason
      shall not include such a reduction of less than 10% that is part of an
      across-the-board reduction applicable to employees at Grantee’s
      level;

    


    (iii)           Company’s
      (A) relocation of Grantee more than 50 miles from Grantee’s primary office
      location and more than 50 miles from Grantee’s principal residence as of the
      Change of Control or (B) requirement that Grantee travel on Company business
      to
      an extent substantially greater than Grantee’s travel obligations immediately
      before such Change of control; or

    


    (iv)           a
      reduction of more than 10% in the aggregate benefits provided to Grantee under
      the Company’s employee benefit plans, including but not limited to any “top hat”
plans designated for key employees, in which Grantee is participating as of
      the
      Change of Control.

    


    Notwithstanding
      the foregoing, Grantee must provide notice of termination of employment to
      the
      Company within 90 days of Grantee’s knowledge of an event constituting Good
      Reason or such event shall not constitute Good Reason under this
      Agreement.  Additionally, an isolated, insubstantial, and


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    inadvertent
      action taken in good faith and that is remedied by the Company within 10 days
      after receipt of notice thereof given by Grantee shall not constitute Good
      Reason.

    


    6.      Voting
      and Dividend Rights.  Grantee shall have no voting rights with
      respect to the Restricted Stock Units awarded hereunder.  Pursuant to
      Section 8.4 of the Plan, Grantee shall be entitled to receive Dividend
      Equivalents based upon the number of Restricted Stock Units subject to this
      Agreement.  Such Dividend Equivalents shall be paid concurrently with
      any dividends or distributions paid on the Company’s Stock (but in no event
      later than March 15 of the year following the year in which such dividends
      or
      distributions are paid) and shall be equal to one hundred percent (100%) of
      the
      value of the cash dividend (or other property being distributed) per share
      being
      paid on the Company’s Stock times the number of Restricted Stock Units subject
      to this Agreement.  Dividend Equivalents shall paid in cash, shares of
      the Company’s Stock or such other property as may be distributed to the
      Company’s stockholders.

    


    7.      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 Grantee only by Grantee. 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.

    


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

    


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

    


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

    


    11.  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.

    


    12.  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:
      Victoria Heider, Vice President Human Resources

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      to Grantee, 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
      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.

    


    13.  No
      Guarantee of Employment.  Nothing in this Agreement shall confer
      upon Grantee any right to continue in the employ of the Company or any
      Subsidiary or interfere in any way with the right of the Company or Subsidiary,
      as the case may be, to sever Grantee’s employment or to increase or decrease
      Grantee’s compensation at any time.

    


    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 Grantee 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.  Committee
      Authority.  The Committee will have the power and discretion to
      interpret this Agreement and to adopt such rules for the administration,
      interpretation and application of this Agreement as are consistent with the
      Plan
      and this Agreement and to interpret or revoke any such rules, including, but
      not
      limited to, the determination of whether or not any shares of Restricted Stock
      Units have vested.  All actions taken and all interpretations and
      determinations made by the Committee in good faith will be final and binding
      upon Grantee, the Company and all other interested persons.  No member
      of the Committee will be personally liable for any action, determination or
      interpretation made in good faith with respect to this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19.  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.

    


    20.  Restrictive
      Covenant.  Notwithstanding any provision in this Agreement to the
      contrary, the award hereunder is expressly conditioned upon Grantee’s execution
      of a Restricted Covenant Agreement in the form designated by the
      Company.  If Grantee fails or refuses to execute such Restricted
      Covenant Agreement, this Agreement shall be null and void ab
      initio.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of
      the Grant Date.

    


    COMPASS
      MINERALS INTERNATIONAL, INC.

    By:                                                                

    Name:                                                                           

    Title:                                                                           

    


    


    GRANTEE

    


    


    ______________________________________

    Residence
      Address

    


    _______________________________________

    


    


    _______________________________________