Exhibit
10.16


 


AMENDED
AND RESTATED MANAGEMENT CONSULTING AGREEMENT


 


This AMENDED AND RESTATED
MANAGEMENT CONSULTING AGREEMENT (“Agreement”) is entered into as of
December 10, 2003, by and between Compass Minerals International, Inc.
(formerly known as Salt Holdings Corporation), a Delaware corporation (the “Company”),
and Apollo Management V, L.P., a Delaware limited partnership (“Apollo”).


 


RECITALS


 


WHEREAS, Apollo and the
Company are each parties to that certain management consulting and advisory
agreement, dated as of November 28, 2001, between the Company and Apollo (the “Original
Management Consulting Agreement”); and


 


WHEREAS, the Company and
Apollo desire to amend and restate the Original Management Consulting Agreement
as set forth herein;


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing, and the mutual agreements set forth herein and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


Section 1.                                            Retention
of Apollo.  The Company hereby
retains Apollo, and Apollo accepts such retention, upon the terms and
conditions set forth in this Agreement.


 


Section 2.                                            Term.  This Agreement shall commence on the date
hereof and, unless otherwise extended pursuant to the final sentence of this
Section 2, shall terminate on the tenth anniversary of the Original Management
Consulting Agreement (the “Term”). 
Upon the fifth anniversary of the date hereof, and at the end of each
year thereafter (each of such fifth anniversary and the end of each year
thereafter being a “Year End”), the Term shall automatically be extended
for an additional year unless notice to the contrary is given by either party
at least 30, but no more than 60, days prior to such Year End, as
applicable.  Notwithstanding anything in
this Section 2, this Agreement may terminated at any time upon written notice
to the Company from Apollo.  The
provisions of Sections 3(c), 5 and 7 through 13 shall survive the termination
of this Agreement for any reason.


 


Section 3.                                            Management
Consulting Services.


 


(a)                                  Apollo shall advise the Company and
the Company’s subsidiaries concerning such management matters that relate to
proposed financial transactions, acquisitions and other senior management
matters related to the business, administration and policies of the Company and
its subsidiaries and affiliates, in each case as the Company shall reasonably
and specifically request by way of written notice to Apollo, which notice shall
specify the services required of Apollo and shall include all background
material necessary for Apollo to complete such services.  Apollo shall devote such time to any such
written request as Apollo shall deem, in


 

















 


its discretion, necessary. 
Such consulting services, in Apollo’s discretion, shall be rendered in
person or by telephone or other communication. 
Apollo shall have no obligation to the Company and its subsidiaries as
to the manner and time of rendering its services hereunder, and the Company and
its subsidiaries shall not have any right to dictate or direct the details of
the services rendered hereunder.


 


(b)                                 Apollo shall perform all services to
be provided hereunder as an independent contractor to the Company (or the
Company’s subsidiaries) and not as an employee, agent or representative of the
Company.  Apollo shall have no authority
to act for or to bind the Company, without its prior written consent.


 


(c)                                  This Agreement shall in no way
prohibit Apollo or any of its partners or affiliates or any director, officer,
partner or employee of Apollo or any of its partners or affiliates from
engaging in other activities, whether or not competitive with any business of
the Company or any of its respective subsidiaries or affiliates.


 


Section 4.                                            Compensation.  As consideration for Apollo’s agreement to
render the services set forth in Section 3(a) of this Agreement and as
compensation for any such services rendered by Apollo, the Company agrees to
pay, or cause its subsidiaries to pay, to Apollo an annual fee of $1,000,000,
payable in equal quarterly installments of $250,000 each on the first day of
each fiscal quarter (or, if such date is not a business day, on the next
business day thereafter).


 


If Apollo elects to
terminate this Agreement upon written notice to the Company pursuant to Section
2 herein, as consideration for the termination of Apollo’s services under this
Agreement and any additional compensation to be received hereunder, the Company
agrees to pay, or cause its subsidiaries to pay, to Apollo the sum of
$5,500,000 less any amounts Apollo has already received from the date hereof
from the Company pursuant to the immediately preceding paragraph.


 


Upon presentation by
Apollo to the Company of such documentation as may be reasonably requested by
the Company, the Company shall reimburse, or cause its subsidiaries to
reimburse, Apollo for all out-of-pocket expenses, including, without
limitation, legal fees and expenses, and other disbursements incurred by
Apollo, its affiliates or any of its affiliates’ directors, officers, employees
or agents in the performance of Apollo’s obligations under the Original
Management Consulting Agreement, whether incurred on, after or prior to the
date thereof.


 


Nothing in this Agreement
shall have the effect of prohibiting Apollo or any of its affiliates from
receiving from the Company or any of its subsidiaries or affiliates any other
fees, including any fee payable pursuant to Section 6.


 


Section 5.                                            Indemnification.  The Company agrees that it shall, or it
shall cause its subsidiaries to, indemnify and hold harmless Apollo, its
affiliates and its affiliates’ directors, officers, employees and agents
(collectively, the “Indemnified Persons”) on demand from and against any
and all liabilities, costs, expenses (including,
without limitation, attorneys’ fees, travel expenses, and a per diem
compensation for any time required in connection with any


 


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investigation, proceeding or litigation) and disbursements (collectively,
“Claims”) of any kind with respect to or arising from this Agreement or
the Original Management Consulting Agreement or the performance by any
Indemnified Person of any services in connection herewith or therewith or on
behalf of the Company or any of its subsidiaries in any manner or in their
capacity as a director. shareholder, officer or agent of the Company or any of
its subsidiaries.  The indemnification
provided for in this Section 4 shall be in addition to and not be deemed
exclusive of any other rights to which any Indemnified Person may be entitled
under the Company’s certificate of incorporation, as amended, by-laws, as
amended, any agreement, or otherwise, and shall continue as to any Indemnified
Person who has ceased to be party to this Agreement or a director of the
Company or any of its subsidiaries.  Any
repeal, modification or termination of any right or protection provided to any
Indemnified Person pursuant to the Company’s certificate of incorporation, as
amended, by-laws, as amended, any agreement, or otherwise, shall not adversely
affect any right or protection provided to such Indemnified Person
hereunder.  Notwithstanding the
foregoing provision, the Company shall not be liable for any Claim under this
Section 5 arising from the willful misconduct of any Indemnified Person.


 


Section 6.                                            Other
Services.  If the Company or any of
its subsidiaries shall determine that it is advisable for the Company or such
subsidiaries to hire a financial advisor, consultant investment banker or any
similar agent in connection with any merger, acquisition, disposition,
recapitalization, issuance of securities, financing or any similar transaction,
it shall notify Apollo of such determination in writing.  Promptly thereafter, upon the request of
Apollo, the parties shall negotiate in good faith to agree upon appropriate
services, compensation and indemnification for the Company or such subsidiary
to hire Apollo or its affiliates for such services.  The Company and its subsidiaries may not hire any person, other
than Apollo or its affiliates, for any services, unless all of the following
conditions have been satisfied: (a) the parties are unable to agree after 30
days following receipt by Apollo of such written notice, (b) such other person
has a reputation that is at least equal to the reputation of Apollo in respect
of such services, (c) ten business days shall have elapsed after the Company or
such subsidiary provides a written notice to Apollo of its intention to hire
such other person, which notice shall identify such other person and shall
describe in reasonable detail the nature of the services to be provided, the
compensation to be paid and the indemnification to be provided, (d) the
compensation to be paid is not more than Apollo was willing to accept in the
negotiations described above and (e) the indemnification to be provided is not
more favorable to the Company or the applicable subsidiary than the
indemnification that Apollo was willing to accept in the negotiations described
above.  In the absence of an express
agreement to the contrary, at the closing of any merger, acquisition or similar
transaction, Apollo shall receive a fee equal to 1% of the aggregate enterprise
value paid or provided by the Company (including the aggregate value of (x) equity
securities, warrants, rights and options acquired or retained, (y) indebtedness
acquired, assumed or refinanced and (z) any other consideration or compensation
paid in connection with such transaction).


 


Section 7.                                            Notices.  All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed sufficient if
personally delivered, 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 Apollo, to:


 


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  Apollo Management V,
  L.P.

  
	
   

  	
  1301 Avenue of the
  Americas

  
	
   

  	
  38th Floor

  
	
   

  	
  New York, New York
  10019

  
	
   

  	
  Attention:  Scott Kleinman

  
	
   

  	
  Telecopier: (212)
  515-3232;

  
	
   

  
	
  if to the
  Company:

  
	
   

  
	
   

  	
  Compass Minerals
  International, Inc.

  
	
   

  	
  8300 College Park
  Boulevard

  
	
   

  	
  Overland Park, Kansas
  66210

  
	
   

  	
  Attention:  Chief Executive Officer

  
	
   

  	
  Telecopier: (913)
  338-7919

  



 


or to such other address
as the party to whom notice is to be given may have furnished to each other
party in writing in accordance herewith. 
Any such notice or communication shall be deemed to have been received
(a) in the case of personal delivery, on the date of such delivery, (b) in the
case of nationally-recognized overnight courier, on the next business day after
the date when sent, (c) in the case of telecopy transmission, when received,
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.


 


Section 8.                                            Benefits
of Agreement.  This Agreement shall
bind and inure to the benefit of Apollo, the Company, the Company’s
subsidiaries, the Indemnified Persons and any successors to or assigns of
Apollo and the Company; provided,  however, that other than any
assignment to an affiliate of Apollo, this Agreement may not be assigned by
either party hereto without the prior written consent of the other party, which
consent will not be unreasonably withheld in the case of any assignment by
Apollo.  Upon Apollo’s request, the
Company shall cause its subsidiaries to become parties hereto directly in order
to avail themselves of the services hereunder.


 


Section 9.                                            Governing
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York (without giving effect to principles of conflicts of laws).


 


Section 10.                                      Headings.  Section headings are used for convenience
only and shall in no way affect the construction of this Agreement.


 


Section 11.                                      Entire
Agreement; Amendments.  This
Agreement contains the entire understanding of the parties with respect to its
subject matter, and neither it nor any part of it may in any way be altered,
amended, extended, waived, discharged or terminated except by a written
agreement signed by each of the parties hereto.


 


Section 12.                                      Counterparts.  This Agreement may be executed in
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.


 


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Section 13.                                      Waivers.  Any party to this Agreement may, by written
notice to the other party, waive any provision of this Agreement.  The waiver by any party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.


 


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IN WITNESS WHEREOF, the parties have duly executed
this Management Consulting Agreement as of the date first above written.


 


	
   

  	
  COMPASS MINERALS
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO MANAGEMENT V,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: