amendmentchangeincontrol.htm


    
      

    


    Exhibit 10.35


     

    

    409A
AMENDMENT TO EXISTING CHANGE IN CONTROL SEVERANCE

    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 a Change in Control Severance Agreement
dated effective as of May 11, 2006 (the “Agreement”) and the parties now desire
to amend the 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 Agreement is
amended as follows:

    


    A.           Section
4(c) is amended by deleting the reference to “2 years” and by inserting “18
months” in lieu thereof.

    


    B.           Section
5 is amended by adding the following to end of such Section:

    


    Any
Reimbursement Payment payable pursuant to this paragraph 5 shall be paid by the
Company to Executive no later than the last day of Executive’s taxable year next
following Executive’s taxable year in which he remits the related
taxes.

    


    C.           Section
8(c) is amended by adding the following to end of such Section:

    


    Such
reimbursement shall be made on or before the last day of Executive’s taxable
year following the taxable year in which the expense was incurred.

    


    D.           A
new Section 18 is added to read as follows:

     

    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.

    


    


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    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.