exv10w15



 






EXHIBIT 10.15




COMPASS MINERALS INTERNATIONAL, INC.

2005 INCENTIVE AWARD PLAN



ARTICLE 1



PURPOSE




     The purpose of the Compass Minerals International, Inc. 2005 Incentive Award Plan (the
“Plan”) is to promote the success and enhance the value of Compass Minerals International,
Inc., a Delaware corporation (the “Company”), by linking the personal interests of the
members of the Board, Employees, and Consultants to those of Company stockholders and by providing
such individuals with an incentive for outstanding performance to generate superior returns to
Company stockholders. The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of members of the Board, Employees, and
Consultants upon whose judgment, interest, and special effort the successful conduct of the
Company’s operation is largely dependent.



ARTICLE 2



DEFINITIONS AND CONSTRUCTION




     Wherever the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun shall include the
plural where the context so indicates.



     2.1 “Award” means an Option, a Restricted Stock award, a Stock Appreciation Right
award, a Performance Share award, a Performance Stock Unit award, a Performance Bonus Award, a
Dividend Equivalents award, a Stock Payment award, a Deferred Stock award, a Restricted Stock Unit
award, or a Performance-Based Award granted to a Participant pursuant to the Plan.



     2.2 “Award Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium.



     2.3 “Board” means the Board of Directors of the Company.



     2.4 “Change of Control” means and includes each of the following:



          (a) A transaction or series of transactions (other than an offering of Stock to the general
public through a registration statement filed with the Securities and Exchange Commission) whereby
any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2)
of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan
maintained by the Company or any of its subsidiaries, or a “person” that, prior to such
transaction, directly or indirectly controls, is controlled by, or is under common control with,
the Company) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company




 









 







possessing more than fifty percent (50%) of the total combined voting power of the Company’s
securities outstanding immediately after such acquisition; or




          (b) During any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a director designated by
a person who shall have entered into an agreement with the Company to effect a transaction
described in Section 2.4(a) or Section 2.4(c)) whose election by the Board or nomination for
election by the Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the two year period or
whose election or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or




          (c) The consummation by the Company (whether directly involving the Company or indirectly
involving the Company through one or more intermediaries) of (x) a merger, consolidation,
reorganization, or business combination or (y) a sale or other disposition of all or substantially
all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each
case other than a transaction:




               (i) Which results in the Company’s voting securities outstanding immediately before the
transaction continuing to represent (either by remaining outstanding or by being converted into
voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of
the Company’s assets or otherwise succeeds to the business of the Company (the Company or such
person, the “Successor Entity”)) directly or indirectly, at least a majority of the
combined voting power of the Successor Entity’s outstanding voting securities immediately after the
transaction, and



               (ii) After which no person or group beneficially owns voting securities representing 50% or
more of the combined voting power of the Successor Entity; provided, however, that no person or
group shall be treated for purposes of this Section 2.4(c)(ii) as beneficially owning 50% or more
of combined voting power of the Successor Entity solely as a result of the voting power held in the
Company prior to the consummation of the transaction; or



          (d) The Company’s stockholders approve a liquidation or dissolution of the Company.



The Committee shall have full and final authority, which shall be exercised in its discretion, to
determine conclusively whether a Change of Control of the Company has occurred pursuant to the
above definition, and the date of the occurrence of such Change of Control and any incidental
matters relating thereto.




     2.5 “Code” means the Internal Revenue Code of 1986, as amended.



     2.6 “Committee” means the committee of the Board described in Article 12.



     2.7 “Consultant” means any consultant or adviser if: (a) the consultant or adviser
renders bona fide services to the Company; (b) the services rendered by the consultant or adviser
are not in connection with the offer or sale of securities in a capital-raising transaction
and do not



2









 




directly or indirectly promote or maintain a market for the Company’s securities; and
(c) the consultant or adviser is a natural person who has contracted directly with the Company to
render such services.




     2.8 “Covered Employee” means an Employee who is, or could be, a “covered employee”
within the meaning of Section 162(m) of the Code.



     2.9 “Deferred Stock” means a right to receive a specified number of shares of Stock
during specified time periods pursuant to Section 8.6.



     2.10 “Disability” means that the Participant qualifies to receive long-term disability
payments under the Company’s long-term disability insurance program, as it may be amended from time
to time.



     2.11 “Dividend Equivalents” means a right granted to a Participant pursuant to Section
8.4 to receive the equivalent value (in cash or Stock) of dividends paid on Stock.



     2.12 “Effective Date” shall have the meaning set forth in Section 13.1.



     2.13 “Employee” means any officer or other employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any Subsidiary.



     2.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     2.15 “Fair Market Value” means, as of any given date, (a) if Stock is traded on an
exchange, the closing price of a share of Stock as reported in the Wall Street Journal for the
first trading date immediately prior to such date during which a sale occurred; or (b) if Stock is
not traded on an exchange but is quoted on NASDAQ or a successor or other quotation system, (i) the
last sales price (if the Stock is then listed as a National Market Issue under the NASD National
Market System) or (ii) the mean between the closing representative bid and asked prices (in all
other cases) for the Stock on the date immediately prior to such date on which sales prices or bid
and asked prices, as applicable, are reported by NASDAQ or such successor quotation system; or (c)
if such Stock is not publicly traded on an exchange and not quoted on NASDAQ or a successor
quotation system, the mean between the closing bid and asked prices for the Stock on the day
previous to such date, as determined in good faith by the Committee; or (d) if the Stock is not
publicly traded, the fair market value established by the Committee acting in good faith.



     2.16 “Full Value Award” means any Award other than an Option or other Award for which
the Participant pays the intrinsic value (whether directly or by forgoing a right to receive a cash
payment from the Company).



     2.17 “Incentive Stock Option” means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.



     2.18 “Independent Director” means a member of the Board who is not an Employee of the
Company.



3









 





     2.19 “Non-Employee Director” means a member of the Board who qualifies as a
“Non-Employee Director” as defined in Rule 16b-3(b)(3) under the Exchange Act, or any successor
rule.



     2.20 “Non-Qualified Stock Option” means an Option that is not intended to be an
Incentive Stock Option.



     2.21 “Option” means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of shares of Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.



     2.22 “Participant” means a person who, as a member of the Board, Consultant or
Employee, has been granted an Award pursuant to the Plan.



     2.23 “Performance-Based Award” means an Award granted to selected Covered Employees
pursuant to Articles 6 and 8, but which is subject to the terms and conditions set forth in Article
9.



     2.24 “Performance Bonus Award” has the meaning set forth in Section 8.3.



     2.25 “Performance Criteria” means the criteria that the Committee selects for purposes
of establishing the Performance Goal or Performance Goals for a Participant for a Performance
Period. The Performance Criteria (which shall be applicable to the organizational level specified
by the Committee, including, but not limited to the Company or a unit, division, group or plan of
the Company) that will be used to establish Performance Goals are limited to the following: net
earnings (either before or after interest, taxes, depreciation and amortization), economic
value-added, sales or revenue, net income (either before or after taxes), operating earnings, cash
flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on
capital, return on net assets, return on stockholders’ equity, return on assets, return on capital,
stockholder returns, return on sales, gross or net profit margin, productivity, expense, margins,
operating efficiency, customer satisfaction, working capital, earnings per share, price per share
of Stock, and market share, any of which may be measured either in absolute terms or as compared to
any incremental increase or as compared to results of a peer group. The Committee shall define in
an objective fashion the manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Participant.



     2.26 “Performance Goals” means, for a Performance Period, the goals established in
writing by the Committee for the Performance Period based upon the Performance Criteria. Depending
on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a division, business unit,
or an individual. The Committee, in its discretion, may adjust or modify the calculation of
Performance Goals for such Performance Period in order to prevent the dilution or enlargement of
the rights of Participants (a) in the event of, or in anticipation of, any unusual or extraordinary
corporate item, transaction, event, or development, or (b) in recognition of, or in anticipation
of, any other unusual or nonrecurring events affecting the Company, or the financial statements of
the Company, or in response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.



4









 





     2.27 “Performance Period” means the one or more periods of time, which may be of
varying and overlapping durations, as the Committee may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining a Participant’s right to,
and the payment of, a Performance-Based Award.



     2.28 “Performance Share” means a right granted to a Participant pursuant to Section
8.1, to receive Stock, the payment of which is contingent upon achieving certain performance goals
established by the Committee.



     2.29 “Performance Stock Unit” means a right granted to a Participant pursuant to
Section 8.2, to receive Stock, the payment of which is contingent upon achieving certain
performance goals established by the Committee.



     2.30 “Plan” means this Compass Minerals International, Inc., 2005 Incentive Award
Plan, as it may be amended from time to time.



     2.31 “Qualified Performance-Based Compensation” means any compensation that is
intended to qualify as “qualified performance-based compensation” as described in Section
162(m)(4)(C) of the Code.



     2.32 “Restricted Stock” means Stock awarded to a Participant pursuant to Article 6
that is subject to certain restrictions and may be subject to risk of forfeiture.



     2.33 “Restricted Stock Unit” means an Award granted pursuant to Section 8.7.



     2.34 “Stock” means the common stock of the Company, par value $0.01 per share, and
such other securities of the Company that may be substituted for Stock pursuant to Article 11.



     2.35 “Stock Appreciation Right” or “SAR” means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number
of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR
was granted as set forth in the applicable Award Agreement.



     2.36 “Stock Payment” means (a) a payment in the form of shares of Stock, or (b) an
option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or
other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to
Section 8.5.



     2.37 “Subsidiary” means any corporation or other entity of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or indirectly by the
Company.



5









 





ARTICLE 3



SHARES SUBJECT TO THE PLAN




     3.1 Number of Shares.



          (a) Subject to Article 11 and Section 3.1(b), the aggregate number of shares of Stock which
may be issued or transferred pursuant to Awards under the Plan shall be 3,240,000; provided
however, no more than 2,000,000 shares of Stock may be delivered upon the exercise of Incentive
Stock Options.




          (b) To the extent that an Award terminates, expires, or lapses for any reason, any shares of
Stock subject to the Award shall again be available for the grant of an Award pursuant to the Plan.
To the extent permitted by applicable law or any exchange rule, shares of Stock issued in
assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary shall not be counted against shares of Stock available
for grant pursuant to this Plan. Shares of Stock which are delivered by the Participant or
withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise
price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder,
subject to the limitations of Section 3.1(a). If any shares of Restricted Stock are forfeited by
the Participant or repurchased by the Company, such shares may again be optioned, granted or
awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of
this Section 3.1(b), no shares of Stock may again be optioned, granted or awarded if such action
would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section
422 of the Code.




     3.2 Stock Distributed. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.



     3.3 Limitation on Number of Shares Subject to Awards and Limit on Performance Bonus
Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Article 11,
the maximum number of shares of Stock with respect to one or more Awards that may be granted to any
one Participant during any calendar year shall be 500,000. The maximum amount that may be paid in
cash during any calendar year with respect to a Performance Bonus Award shall be $5,000,000.



ARTICLE 4



ELIGIBILITY AND PARTICIPATION




     4.1 Eligibility.



          (a) General. Persons eligible to participate in this Plan are Employees, Consultants,
and Independent Directors, as determined by the Committee.




          (b) Foreign Participants. Notwithstanding any provision of the Plan to the contrary,
in order to comply with the laws in other countries in which the Company and its




6









 







Subsidiaries operate or have Employees, Consultants or Independent Directors, the Committee,
in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries
shall be covered by the Plan; (ii) determine which Employees, Consultants, or members of the Board
outside the United States are eligible to participate in the Plan; (iii) modify the terms and
conditions of any Award granted to Employees, Consultants, or members of the Board outside the
United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise
procedures and other terms and procedures, to the extent such actions may be necessary or advisable
(any such subplans and/or modifications shall be attached to this Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase the share limitations contained
in Sections 3.1 and 3.3 of the Plan; and (v) take any action, before or after an Award is made,
that it deems advisable to obtain approval or comply with any necessary local governmental
regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would violate the Exchange Act, the Code,
any securities law, or governing statute or any other applicable law.




     4.2 Participation. Subject to the provisions of the Plan, the Committee may, from
time to time, select from among all eligible individuals, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. No individual shall have any right to be
granted an Award pursuant to this Plan.



ARTICLE 5



STOCK OPTIONS




     5.1 General. The Committee is authorized to grant Options to Participants on the
following terms and conditions:



          (a) Exercise Price. The exercise price per share of Stock subject to an Option shall
be determined by the Committee and set forth in the Award Agreement; provided that the exercise
price for any Option shall not be less than 100% of the Fair Market Value on the date of grant.




          (b) Time and Conditions of Exercise. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part; provided that the term of any Option
granted under the Plan shall not exceed seven years. The Committee shall also determine the
performance or other conditions, if any, that must be satisfied before all or part of an Option may
be exercised.




          (c) Payment. The Committee shall determine the methods by which the exercise price of
an Option may be paid and the form of payment, including, without limitation: (i) cash (or its
equivalent), (ii) except with respect to Incentive Stock Options, shares of Stock issuable to the
Option holder upon exercise of the Option, with a Fair Market Value on the date of the Option
exercise equal to the aggregate Option exercise price of the shares with respect to which such
Option or portion thereof is thereby exercised, (iii) shares of Stock held for such period of time
as may be required by the Committee in order to avoid adverse financial accounting consequences and
having a Fair Market Value on the date of delivery equal to the




7









 







aggregate exercise price of the Option or exercised portion thereof, or (iv) through the
delivery of a notice that the Participant has placed a market sell order with a broker with respect
to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed
to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the
Option exercise price; provided that payment of such proceeds is then made to the Company upon
settlement of such sale. The Committee shall also determine the methods by which shares of Stock
shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision
of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay
the exercise price of an Option with a loan from the Company or a loan arranged in violation of
Section 13(k) of the Exchange Act.




          (d) Evidence of Grant. All Options shall be evidenced by an Award Agreement between
the Company and the Participant. The Award Agreement shall include such additional provisions as
may be specified by the Committee.




     5.2 Incentive Stock Options. Incentive Stock Options shall be granted only to
Employees and the terms of any Incentive Stock Options granted pursuant to the Plan, in addition to
the requirements of Section 5.1, must comply with the following additional provisions of this
Section 5.2:



          (a) Expiration of Option. An Incentive Stock Option may not be exercised to any
extent by anyone after the first to occur of the following events:




               (i) Seven years from the date it is granted, unless an earlier time is set in the Award
Agreement;



               (ii) Three months after the Participant’s termination of employment as an Employee; and



               (iii) One year after the date of the Participant’s termination of employment or service on
account of Disability or death. Upon the Participant’s Disability or death, any Incentive Stock
Options exercisable at the Participant’s Disability or death may be exercised by the Participant’s
legal representative or representatives, by the person or persons entitled to do so pursuant to the
Participant’s last will and testament, or, if the Participant fails to make testamentary
disposition of such Incentive Stock Option or dies intestate, by the person or persons entitled to
receive the Incentive Stock Option pursuant to the applicable laws of descent and distribution.



          (b) Dollar Limitation. The aggregate Fair Market Value (determined as of the time the
Option is granted) of all shares of Stock with respect to which Incentive Stock Options are first
exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation
as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive
Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall
be considered Non-Qualified Stock Options.




8









 








          (c) Ten Percent Owners. An Incentive Stock Option shall be granted to any individual
who, at the date of grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of Stock of the Company only if such Option is granted at a price that is not
less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.




          (d) Notice of Disposition. The Participant shall give the Company prompt notice of
any disposition of shares of Stock acquired by exercise of an Incentive Stock Option within (i) two
years from the date of grant of such Incentive Stock Option or (ii) one year after the transfer of
such shares of Stock to the Participant.




          (e) Expiration of Incentive Stock Options. No Award of an Incentive Stock Option may
be made pursuant to this Plan after the tenth anniversary of the Effective Date.




          (f) Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may
be exercised only by the Participant.




          (g) Failure to Meet Requirements. Any Option (or portion thereof) purported to be an
Incentive Stock Option, which, for any reason, fails to meet the requirements of Section 422 of the
Code shall be considered a Non-Qualified Stock Option.




ARTICLE 6



RESTRICTED STOCK AWARDS




     6.1 Grant of Restricted Stock. The Committee is authorized to make Awards of
Restricted Stock to any Participant selected by the Committee in such amounts and subject to such
terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be
evidenced by an Award Agreement.



     6.2 Issuance and Restrictions. Subject to Section 10.7, Restricted Stock shall be
subject to such restrictions on transferability and other restrictions as the Committee may impose
(including, without limitation, limitations on the right to vote Restricted Stock or the right to
receive dividends on the Restricted Stock). These restrictions may lapse separately or in
combination at such times, pursuant to such circumstances, in such installments, or otherwise
(including, without limitation, pursuant to the satisfaction or time-vesting requirements,
performance vesting requirements, or both), as the Committee determines at the time of the grant of
the Award or thereafter.



     6.3 Forfeiture. Except as otherwise determined by the Committee at the time of the
grant of the Award or thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Stock that is at that time subject to restrictions shall be
forfeited; provided, however, that, except as otherwise provided by Section 10.7, the Committee may
(a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of terminations
resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or
forfeiture conditions relating to Restricted Stock.



9









 





     6.4 Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan
may be evidenced in such manner as the Committee shall determine. If certificates representing
shares of Restricted Stock are registered in the name of the Participant, certificates must bear an
appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.



ARTICLE 7



STOCK APPRECIATION RIGHTS




     7.1 Grant of Stock Appreciation Rights.



          (a) A Stock Appreciation Right may be granted to any Participant selected by the Committee. A
Stock Appreciation Right shall be subject to such terms and conditions not inconsistent with the
Plan as the Committee shall impose and shall be evidenced by an Award Agreement.




          (b) A Stock Appreciation Right shall entitle the Participant (or other person entitled to
exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion
of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to
receive from the Company an amount equal to the product of (i) the excess of (A) the Fair Market
Value of the Stock on the date the Stock Appreciation Right is exercised over (B) the Fair Market
Value of the Stock on the date the Stock Appreciation Right was granted and (ii) the number of
shares of Stock with respect to which the Stock Appreciation Right is exercised, subject to any
limitations the Committee may impose.




     7.2 Payment and Limitations on Exercise.



          (a) Payment of the amounts determined under Section 7.1(b) above shall be in cash, in Stock
(based on its Fair Market Value as of the date the Stock Appreciation Right is exercised) or a
combination of both, as determined by the Committee in the Award Agreement.




          (b) To the extent payment for a Stock Appreciation Right is to be made in cash, the Award
Agreement shall, to the extent necessary to comply with the requirements to Section 409A of the
Code, specify the date of payment which may be different than the date of exercise of the Stock
Appreciation Right. If the date of payment for a Stock Appreciation Right is later than the date
of exercise, the Award Agreement may specify that the Participant be entitled to earnings on such
amount until paid.




          (c) To the extent any payment under Section 7.1(b) is effected in Stock, it shall be made
subject to satisfaction of all provisions of Article 5 above pertaining to Options.




10









 








ARTICLE 8



OTHER TYPES OF AWARDS




     8.1 Performance Share Awards. Any Participant selected by the Committee may be
granted one or more Performance Share awards which shall be denominated in a number of shares of
Stock and which may be linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee. In making such determinations,
the Committee shall consider (among such other factors as it deems relevant in light of the
specific type of award) the contributions, responsibilities and other compensation of the
particular Participant.



     8.2 Performance Stock Units. Any Participant selected by the Committee may be granted
one or more Performance Stock Unit awards which shall be denominated in unit equivalent of shares
of Stock and/or units of value including dollar value of shares of Stock and which may be linked to
any one or more of the Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee. In making such determinations, the Committee shall consider
(among such other factors as it deems relevant in light of the specific type of award) the
contributions, responsibilities and other compensation of the particular Participant.



     8.3 Performance Bonus Awards. Any Participant selected by the Committee may be
granted one or more Performance-Based Awards in the form of a cash bonus (a “Performance Bonus
Award”) payable upon the attainment of Performance Goals that are established by the Committee
and relate to one or more of the Performance Criteria, in each case on a specified date or dates or
over any period or periods determined by the Committee, subject to Section 10.7. Any such
Performance Bonus Award paid to a Covered Employee shall be based upon objectively determinable
bonus formulas established in accordance with Article 9.



     8.4 Dividend Equivalents. Any Participant selected by the Committee may be granted
Dividend Equivalents based on the dividends declared on the shares of Stock that are subject to any
Award, to be credited as of dividend payment dates, during the period between the date the Award is
granted and the date the Award is exercised, vests or expires, as determined by the Committee.
Such Dividend Equivalents shall be converted to cash or additional shares of Stock by such formula
and at such time and subject to such limitations as may be determined by the Committee.



     8.5 Stock Payments. Any Participant selected by the Committee may receive Stock
Payments in the manner determined from time to time by the Committee; provided, that unless
otherwise determined by the Committee such Stock Payments shall be made in lieu of base salary,
bonus, or other cash compensation otherwise payable to such Participant. The number of shares
shall be determined by the Committee and may be based upon the Performance Criteria or other
specific criteria determined appropriate by the Committee, determined on the date such Stock
Payment is made or on any date thereafter.



11









 





     8.6 Deferred Stock. Any Participant selected by the Committee may be granted an award
of Deferred Stock in the manner determined from time to time by the Committee. The number of
shares of Deferred Stock shall be determined by the Committee and may be linked to the Performance
Criteria or other specific criteria determined to be appropriate by the Committee, in each case on
a specified date or dates or over any period or periods determined by the Committee, subject to
Section 10.7. Stock underlying a Deferred Stock award will not be issued until the Deferred Stock
award has vested, pursuant to a vesting schedule or criteria set by the Committee. Unless
otherwise provided by the Committee, a Participant awarded Deferred Stock shall have no rights as a
Company stockholder with respect to such Deferred Stock until such time as the Deferred Stock Award
has vested and the Stock underlying the Deferred Stock Award has been issued.



     8.7 Restricted Stock Units. The Committee is authorized to make Awards of Restricted
Stock Units to any Participant selected by the Committee in such amounts and subject to such terms
and conditions as determined by the Committee. At the time of grant, the Committee shall specify
the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable,
and may specify such conditions to vesting as it deems appropriate, subject to Section 10.7. At
the time of grant, the Committee shall specify the maturity date applicable to each grant of
Restricted Stock Units which shall be no earlier than the vesting date or dates of the Award and
may be determined at the election of the grantee. On the maturity date, the Company shall transfer
to the Participant one unrestricted, fully transferable share of Stock for each Restricted Stock
Unit scheduled to be paid out on such date and not previously forfeited.



     8.8 Term. Except as otherwise provided herein, the term of any Award of Performance
Shares, Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock or Restricted
Stock Units shall be set by the Committee in its discretion.



     8.9 Exercise or Purchase Price. The Committee may establish the exercise or purchase
price, if any, of any Award of Performance Shares, Performance Stock Units, Deferred Stock, Stock
Payments, or Restricted Stock Units; provided, however, that such price shall not be less than the
par value of a share of Stock, unless otherwise permitted by applicable state law.



     8.10 Form of Payment. Payments with respect to any Awards granted under this Article
8 shall be made in cash, in Stock or a combination of both, as determined by the Committee.



     8.11 Award Agreement. All Awards under this Article 8 shall be subject to such
additional terms and conditions as determined by the Committee and shall be evidenced by an Award
Agreement.



ARTICLE 9



PERFORMANCE-BASED AWARDS




     9.1 Purpose. The purpose of this Article 9 is to provide the Committee the ability to
qualify Awards other than Options and SARs and that are granted pursuant to Articles 6 and 8 as
Qualified Performance-Based Compensation. If the Committee, in its discretion, decides to



12









 




grant a Performance-Based Award to a Covered Employee, the provisions of this Article 9 shall
control over any contrary provision contained in Articles 6 or 8; provided, however, that the
Committee may in its discretion grant Awards to Covered Employees or other Participants that are
based on Performance Criteria or Performance Goals but that do not satisfy the requirements of this
Article 9.




     9.2 Applicability. This Article 9 shall apply only to those Covered Employees
selected by the Committee to receive Performance-Based Awards. The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner entitle the Participant
to receive an Award for the period. Moreover, designation of a Covered Employee as a Participant
for a particular Performance Period shall not require designation of such Covered Employee as a
Participant in any subsequent Performance Period and designation of one Covered Employee as a
Participant shall not require designation of any other Covered Employees as a Participant in such
period or in any other period.



     9.3 Procedures with Respect to Performance-Based Awards. To the extent necessary to
comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of
the Code, with respect to any Award granted under Articles 6 and 8 which may be granted to one or
more Covered Employees, no later than ninety (90) days following the commencement of any fiscal
year in question or any other designated fiscal period or period of service (or such other time as
may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (a)
designate one or more Covered Employees, (b) select the Performance Criteria applicable to the
Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable,
which may be earned for such Performance Period, and (d) specify the relationship between
Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be
earned by each Covered Employee for such Performance Period. Following the completion of each
Performance Period, the Committee shall certify in writing whether the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned by a Covered
Employee, the Committee shall have the right to reduce or eliminate (but not to increase) the
amount payable at a given level of performance to take into account additional factors that the
Committee may deem relevant to the assessment of individual or corporate performance for the
Performance Period.



     9.4 Payment of Performance-Based Awards. Unless otherwise provided in the applicable
Award Agreement, a Participant must be employed by the Company or a Subsidiary on the day a
Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a
Participant shall be eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such period are achieved. In determining the
amount earned under a Performance-Based Award, the Committee may reduce or eliminate the amount of
the Performance-Based Award earned for the Performance Period, if in its sole and absolute
discretion, such reduction or elimination is appropriate.



     9.5 Additional Limitations. Notwithstanding any other provision of the Plan, any
Award which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations set forth in Section
162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or
rulings issued thereunder that are requirements for qualification as qualified



13









 




performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan
shall be deemed amended to the extent necessary to conform to such requirements.




ARTICLE 10



PROVISIONS APPLICABLE TO AWARDS




     10.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other
Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards
may be granted either at the same time as or at a different time from the grant of such other
Awards.



     10.2 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may include the term of
an Award, the provisions applicable in the event the Participant’s employment or service
terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind an Award.



     10.3 Limits on Transfer. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any
other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee,
no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. The Committee by express provision in the Award or
an amendment thereto may permit an Award (other than an Incentive Stock Option) to be transferred
to, exercised by and paid to certain persons or entities related to the Participant, including but
not limited to members of the Participant’s family, charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or
charitable institutions, or to such other persons or entities as may be expressly approved by the
Committee, pursuant to such conditions and procedures as the Committee may establish. Any
permitted transfer shall be subject to the condition that the Committee receive evidence
satisfactory to it that the transfer is being made for estate, tax planning and/or charitable
purposes (or to a “blind trust” in connection with the Participant’s termination of employment or
service with the Company or a Subsidiary to assume a position with a governmental, charitable,
educational or similar non-profit institution) and on a basis consistent with the Company’s lawful
issue of securities.



     10.4 Beneficiaries. Notwithstanding Section 10.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If the Participant is
married and resides in a community property state, a designation of a person other than the
Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s



14









 




interest in the Award shall not be effective without the prior written consent of the
Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment
shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of
descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or
revoked by a Participant at any time provided the change or revocation is filed with the Committee.




     10.5 Stock Certificates. Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to
the exercise of any Award, unless and until the Board has determined, with advice of counsel, that
the issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to the
Plan are subject to any stop-transfer orders and other restrictions as the Committee deems
necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other
laws, rules and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends
on any Stock certificate to reference restrictions applicable to the Stock. In addition to the
terms and conditions provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion, deems advisable in
order to comply with any such laws, regulations, or requirements. The Committee shall have the
right to require any Participant to comply with any timing or other restrictions with respect to
the settlement or exercise of any Award, including a window-period limitation, as may be imposed in
the discretion of the Committee.



     10.6 Paperless Exercise. In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the exercise of Awards, such as a
system using an internet website or interactive voice response, then the paperless exercise of
Awards by a Participant may be permitted through the use of such an automated system.



     10.7 Full Value Award Vesting Limitations. Notwithstanding any other provision of
this Plan to the contrary, Full Value Awards made to Participants other than Independent Directors
shall become vested over a period of not less than three years (or, in the case of vesting based
upon the attainment of Performance Goals or other performance-based objectives, over a period of
not less than one year) following the date the Award is made and the Committee may not accelerate
the vesting for such Full Value Awards, except in the event of a Change of Control or the
Participant’s death, Disability or retirement (as defined in the Participant’s Award Agreement).



ARTICLE 11



CHANGES IN CAPITAL STRUCTURE




     11.1 Adjustments. In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off, recapitalization or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other change affecting the
shares of Stock or the share price of the Stock, the Committee shall make such proportionate
adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such



15









 




change with respect to (a) the aggregate number and kind of shares that may be issued under
the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3);
(b) the terms and conditions of any outstanding Awards (including, without limitation, any
applicable performance targets or criteria with respect thereto); and (c) the grant or exercise
price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award
intended as Qualified Performance-Based Compensation shall be made consistent with the requirements
of Section 162(m) of the Code.




     11.2 Change of Control. Except as may otherwise be provided in any Award Agreement or
any other written agreement entered into by and between the Company and a Participant, if a Change
of Control occurs and a Participant’s Options, Restricted Stock or Stock Appreciation Rights are
not converted, assumed, or replaced by a successor, such Awards shall become fully exercisable and
all forfeiture restrictions on such Awards shall lapse; and provided such Change of Control is a
change in the ownership or effective control of the Company or in the ownership of or a substantial
portion of the assets of the Company within the meaning of Section 409A of the Code, then all
Restricted Stock Units, Deferred Stock, and Performance Stock shall become deliverable upon the
Change of Control. Upon, or in anticipation of, a Change of Control, the Committee may in its sole
discretion provide for (a) any and all Awards outstanding hereunder to terminate at a specific time
in the future and shall give each Participant the right to exercise such Awards during a period of
time as the Committee shall determine, (b) the purchase of any Award for an amount of cash equal to
the amount that could have been attained upon the exercise of such Award or realization of the
Participant’s rights had such Award been currently exercisable or payable or fully vested (and, for
the avoidance of doubt, if as of such date the Committee determines in good faith that no amount
would have been attained upon the exercise of such Award or realization of the Participant’ s
rights, then such Award may be terminated by the Company without payment), (c) the replacement of
such Award with other rights or property selected by the Committee in its sole discretion; (d) the
assumption of or substitution of such Award by the successor or surviving corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;
(e) the acceleration of vesting or payment of any Award, notwithstanding anything to the contrary
in any Award Agreement; or (f) payment of Awards in cash, as determined with reference to the value
of Stock on the date of the Change of Control plus reasonable interest on the Award through the
date such Award would otherwise be vested or have been paid in accordance with its original terms,
if necessary to comply with Section 409A of the Code.



     11.3 Outstanding Awards – Certain Mergers. Subject to any required action by the
stockholders of the Company, in the event that the Company shall be the surviving corporation in
any merger or consolidation (except a merger or consolidation as a result of which the holders of
shares of Stock receive securities of another corporation), each Award outstanding on the date of
such merger or consolidation shall pertain to and apply to the securities that a holder of the
number of shares of Stock subject to such Award would have received in such merger or
consolidation.



16









 





     11.4 Outstanding Awards – Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than those specifically referred to in this
Article 11, the Committee may, in its absolute discretion, make such adjustments in the number and
kind of shares or other securities subject to Awards outstanding on the date on which such change
occurs and in the per share grant or exercise price of each Award as the Committee may consider
appropriate to prevent dilution or enlargement of rights.



     11.5 No Other Rights. Except as expressly provided in the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of stock of any class or
any dissolution, liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award.



ARTICLE 12



ADMINISTRATION




     12.1 Committee. The Plan shall be administered by the Compensation Committee of the
Board; provided, however that the Compensation Committee may delegate to a committee of one or more
members of the Board the authority to grant or amend Awards to Participants other than (a) senior
executives of the Company who are subject to Section 16 of the Exchange Act or (b) Covered
Employees. The Committee shall consist of at least two individuals, each of whom qualifies as (x)
a Non-Employee Director, (y) an “outside director” pursuant to Code Section 162(m) and the
regulations issued thereunder and (z) an “independent director” under the rules of the New York
Stock Exchange (or other principal securities market on which shares of Stock are traded).
Reference to the Committee shall refer to the Board if the Compensation Committee ceases to exist
and the Board does not appoint a successor Committee. In its sole discretion, the Board may at any
time and from time to time exercise any and all rights and duties of the Committee under the Plan
except with respect to matters which under Rule 16b-3 under the Exchange Act or Section 162(m) of
the Code, or any regulations or rules issued thereunder, are required to be determined in the sole
discretion of the Committee. Notwithstanding the foregoing, the full Board, acting by a majority
of its members in office, shall conduct the general administration of the Plan with respect to
Awards granted to Independent Directors and for purposes of such Awards the term “Committee” as
used in this Plan shall be deemed to refer to the Board.



     12.2 Action by the Committee. A majority of the Committee shall constitute a quorum.
The acts of a majority of the members present at any meeting at which a quorum is present, and acts
approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts
of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other employee of the
Company or any Subsidiary, the Company’s independent certified public accountants, or any executive
compensation consultant or other professional retained by the



17









 




Company to assist in the administration of the Plan.




     12.3 Authority of Committee. Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to:



          (a) Designate Participants to receive Awards;




          (b) Determine the type or types of Awards to be granted to each Participant;




          (c) Determine the number of Awards to be granted and the number of shares of Stock to which an
Award will relate;




          (d) Determine the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any restrictions or
limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such considerations as the
Committee in its sole discretion determines;




          (e) Determine whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other
property, or an Award may be canceled, forfeited, or surrendered;




          (f) Prescribe the form of each Award Agreement, which need not be identical for each
Participant;




          (g) Decide all other matters that must be determined in connection with an Award;




          (h) Establish, adopt, or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;




          (i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and




          (j) Make all other decisions and determinations that may be required pursuant to the Plan or
as the Committee deems necessary or advisable to administer the Plan.




     12.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards
granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the
Committee with respect to the Plan are final, binding, and conclusive on all parties.



18









 





ARTICLE 13



EFFECTIVE AND EXPIRATION DATE




     13.1 Effective Date; Effect of Approval on 2001 Stock Option Plan. The Plan is
effective as of the date the Plan is approved by the Company’s stockholders (the “Effective
Date”). The Plan will be deemed to be approved by the stockholders if it receives the
affirmative vote of the holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting duly held in accordance with the applicable
provisions of the Company’s Bylaws. No additional awards will be made under the Compass Minerals
International, Inc. 2001 Stock Option Plan on or after the Effective Date.



     13.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant
to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on
the tenth anniversary of the Effective Date shall remain in force according to the terms of the
Plan and the applicable Award Agreement.



ARTICLE 14



AMENDMENT, MODIFICATION, AND TERMINATION




     14.1 Amendment, Modification, and Termination. Subject to Section 15.14, with the
approval of the Board, at any time and from time to time, the Committee may terminate, amend or
modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with
any applicable law, regulation, or stock exchange rule, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as required, and (b)
stockholder approval is required for any amendment to the Plan that (i) increases the number of
shares available under the Plan (other than any adjustment as provided by Article 11), (ii) permits
the Committee to grant Options with an exercise price that is below Fair Market Value on the date
of grant, (iii) permits the Committee to extend the exercise period for an Option beyond seven
years from the date of grant, or (iv) results in a material increase in benefits or a change in
eligibility requirements. Notwithstanding any provision in this Plan to the contrary, absent
approval of the stockholders of the Company, no Option may be amended to reduce the per share
exercise price of the shares subject to such Option below the per share exercise price as of the
date the Option is granted and, except as permitted by Article 11, no Option may be granted in
exchange for, or in connection with, the cancellation or surrender of an Option having a higher per
share exercise price.



     14.2 Awards Previously Granted. Except with respect to amendments made pursuant to
Section 15.14, no termination, amendment, or modification of the Plan shall adversely affect in any
material way any Award previously granted pursuant to the Plan without the prior written consent of
the Participant.



19









 





ARTICLE 15



GENERAL PROVISIONS




     15.1 No Rights to Awards. No Participant, employee, or other person shall have any
claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Participants, employees, and other persons uniformly.



     15.2 No Stockholders Rights. No Award gives the Participant any of the rights of a
stockholder of the Company unless and until shares of Stock are in fact issued to such person in
connection with such Award.



     15.3 Withholding. The Company or any Subsidiary shall have the authority and the
right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy federal, state, local and foreign taxes (including the Participant’s employment tax
obligations) required by law to be withheld with respect to any taxable event concerning a
Participant arising as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold
shares of Stock otherwise issuable under an Award (or allow the return of shares of Stock) having a
Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision
of the Plan, the number of shares of Stock which may be withheld with respect to the issuance,
vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such
Award within six months after such shares of Stock were acquired by the Participant from the
Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll
tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be
limited to the number of shares which have a Fair Market Value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for federal, state, local and foreign income tax and payroll tax purposes that
are applicable to such supplemental taxable income.



     15.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate
any Participant’s employment or services at any time, nor confer upon any Participant any right to
continue in the employ or service of the Company or any Subsidiary.



     15.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights
that are greater than those of a general creditor of the Company or any Subsidiary.



     15.6 Indemnification. To the extent allowable pursuant to applicable law, each member
of the Committee or of the Board shall be indemnified and held harmless by the Company from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure to act pursuant to
the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in
such action, suit, or proceeding against him or her;



20









 




provided he or she gives the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.




     15.7 Relationship to other Benefits. No payment pursuant to the Plan shall be taken
into account in determining any benefits pursuant to any pension, retirement, savings, profit
sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.



     15.8 Expenses. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries.



     15.9 Titles and Headings. The titles and headings of the Sections in the Plan are for
convenience of reference only and, in the event of any conflict, the text of the Plan, rather than
such titles or headings, shall control.



     15.10 Fractional Shares. No fractional shares of Stock shall be issued and the
Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.



     15.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 under the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.



     15.12 Government and Other Regulations. The obligation of the Company to make payment
of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations,
and to such approvals by government agencies as may be required. The Company shall be under no
obligation to register pursuant to the Securities Act of 1933, as amended, any of the shares of
Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act of 1933, as amended, the
Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the
availability of any such exemption.



     15.13 Governing Law. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of Delaware.



     15.14 Section 409A. To the extent that the Committee determines that any Award
granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing



21









 




such Award shall incorporate the terms and conditions required by Section 409A of the Code.
To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with
Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be
issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the
event that following the Effective Date the Committee determines that any Award may be subject to
Section 409A of the Code and related Department of Treasury guidance (including such Department of
Treasury guidance as may be issued after the Effective Date), the Committee may adopt such
amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take any other actions,
that the Committee determines are necessary or appropriate to (a) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect
to the Award, or (b) comply with the requirements of Section 409A of the Code and related
Department of Treasury guidance.




*   *   *   *  *




     I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Compass
Minerals International, Inc. on June 20, 2005.



*   *   *   *   *




     I hereby certify that the foregoing Plan was approved by the stockholders of Compass Minerals
International, Inc. on                      ___, 2005.



     Executed on this ___day of                     , 2005.



	 	 	 	 	 
	 

	 	 

Corporate Secretary
	 	 







22