diveqagmt.htm


    DIVIDEND EQUIVALENTS
AGREEMENT

    Exhibit
10.1

     

    
 

    Name of
Grantee:                                                                                        

    Grant
Date:                                                                                        

    Number of
Option
Shares:                                                                                        

    


    This
Agreement evidences the grant by Compass Minerals International, Inc., a
Delaware corporation (the “Company”) of the right to receive Dividend
Equivalents to the above-referenced “Grantee” as of the “Grant Date” hereof
pursuant to the Compass Minerals International, Inc. 2005 Incentive Award Plan
(the “Plan”).

     

    WHEREAS,
the Company and Grantee are parties to a separate Non-Qualified Stock Option
Award Agreement dated as of the same date hereof (the Option Agreement”),
pursuant to which Grantee has the option to purchase shares of common stock of
the Company (“Option Shares”); and

    


    WHEREAS,
the Company desires to award Dividend Equivalents with respect to the number of
Option Shares subject to the Option Agreement; and

    


    WHEREAS,
capitalized terms used herein but not otherwise defined shall have the same
meaning as ascribed thereto under the Plan;

    


    NOW,
THEREFORE, the Company and Grantee agree as follows:

    


    1.           Dividend
Equivalents.  Pursuant to Section 8.4 of the Plan, Grantee
shall be entitled to receive Dividend Equivalents based upon the number of
Option Shares (including both vested and non-vested portions) subject to the
Option Agreement.  Such Dividend Equivalents shall be paid
concurrently with any dividends or distributions paid on the Company’s Stock
during the time and to the extent the option is outstanding 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 Option Shares subject to the Option 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.

    


    2.           Grantee’s
Employment.  Nothing in this Agreement shall confer upon
Grantee any right to continue in the employ or service of the Company or any of
its Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries, as the case may be, to terminate Grantee’s employment or service
or to increase or decrease Grantee’s compensation at any time.

     

    3.           Waiver of
Breach.  The waiver by either party of a breach of any
provision of this Agreement must be in writing and shall not operate or be
construed as a waiver of any other or subsequent breach.

     

    4.           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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           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.

     

    6.           Entire
Agreement.  This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and supersede all prior written or oral negotiations, commitments,
representations and agreements with respect thereto.

     

    7.           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.

     

    8.           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
relating to such litigation.

     

    9.           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.

     

    10.           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

    


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