amendmentemployment.htm


    
      

    


    Exhibit 10.33

    

     

     

    


    409A
AMENDMENT TO EXISTING EMPLOYMENT AGREEMENT

    ANGELO C.
BRISIMITZAKIS

    


    This
Amendment is made this 19th day of
December 2008, by and between Compass Minerals International, Inc., a Delaware
corporation (“Company”), and Angelo C. Brisimitzakis (“Executive”).

    


    WHEREAS,
Company and Executive are parties to an Employment Agreement dated effective as
of May 11, 2006 (the “Employment Agreement”) and the parties now desire to amend
the Employment Agreement to comply with Section 409A of the Internal Revenue
Code of 1986, as amended;

    


    NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements contained herein, Company and Executive agree that the Employment
Agreement is amended as follows:

    


    A.           Section
10.a. is amended to read as follows:

    


    If this
Agreement and Executive’s employment hereunder terminates as a result of
Executive’s Disability, then Executive shall receive a lump sum payment, payable
within 30 days following Executive’s termination of employment, equal to the sum
of:  (i) his Base Salary, benefits earned, and business expenses
properly incurred through the date of termination; and (ii) an amount equal to
60% of his then-current annual Base Salary.  Executive  also
shall be eligible to participate in Company’s then applicable health care plan
at the then regular employee contribution rate for a period of 18 months
following his termination of employment; provided that, if Executive cannot
continue to participate in Company plans providing such benefits, then Company
shall otherwise provide such benefits on the same after-tax basis as if
continued participation had been permitted.

     

    B.           Section
10.b. is amended to read as follows:

    


    If
Company terminates this Agreement and Executive’s employment hereunder without
Cause or if Executive terminates this Agreement and Executive’s employment
hereunder with Good Reason, then Executive shall receive a lump sum payment,
payable within 30 days following the effective date of the release referenced in
Section 10.e., equal to the sum of:  (i) his Base Salary, benefits
earned, business expenses properly incurred, and pro-rated annual performance
based incentive compensation through the date of termination; and (ii) the
lesser of (a) an amount equal to 2 times Executive’s highest annual Base Salary
rate during the 12 month period immediately before such termination or (b) the
Base Salary that would be paid to Executive if he continued employment to age
65.  Executive also shall be eligible for reimbursement, up to a
maximum of 18 months, for premium payments for any COBRA coverage Executive
elects, if any, and immediate vesting of all stock options and/or restricted
stock units granted through the date of termination, regardless of the
provisions of any other agreement.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    C.           A
new Section 14.j. is added to read as follows:

    


    j.           COMPLIANCE
WITH SECTION 409A OF THE INTERNAL REVENUE CODE.  To the extent
applicable and notwithstanding any provision in this Agreement to the contrary,
this Agreement shall be interpreted and administered in accordance
with  Section 409A of the Internal Revenue Code and regulations and
other guidance issued thereunder.  For purposes of determining whether
any payment made pursuant to the Plan results in a "deferral of compensation"
within the meaning of Treasury Regulation §1.409A-1(b), the Company shall
maximize the exemptions described in such section, as applicable.  Any
reference to a “termination of employment” or similar term or phrase shall be
interpreted as a “separation from service” within the meaning of Section 409A
and the regulations issued thereunder.  Any expense reimbursements
under this Agreement shall be made by Company on or before the last day of
Executive’s taxable year following the taxable year in which the expense was
incurred.  If any deferred compensation payment is payable upon
separation from service and is required to be delayed pursuant to Section 409A
(a)(2)(B) because Executive is a “specified employee”, then payment of such
amount shall be delayed for a period of six months and paid in a lump sum on the
first payroll payment date following expiration of such six month
period.

    


    IN WITNESS WHEREOF, the parties have
executed this Amendment as of the day and year first written above.

    


    COMPASS
MINERALS INTERNATIONAL, INC.

    


    


    By:           /s/
Angelo C.
Brisimitzakis                

    Title:       President
and Chief
Executive Officer                                                                    

    


    


    EXECUTIVE 
/s/ Victoria Heider   

          Vice President,
Human Resources

          
Compass Minerals International, Inc.