Exhibit 10.1

DIRECTOR DESIGNATION AND VOTING AGREEMENT

THIS DIRECTOR DESIGNATION AND VOTING AGREEMENT dated as of April 25, 2008 (this “ Agreement ”), is among Intrepid Potash, Inc., a Delaware corporation (“ Intrepid ”), Harvey Operating and Production Company, a Colorado corporation (“ HOPCO ”), Intrepid Production Corporation, a Colorado corporation (“ IPC ”), and Potash Acquisition, LLC, a Delaware limited liability company (“ PAL ” and, collectively with HOPCO and IPC, the “ Founding Stockholders ”). Certain terms used in this Agreement are defined in Section 1.1.

RECITALS

A. As of the date of this Agreement, the Founding Stockholders own all of the outstanding membership units of Intrepid Mining LLC, a Delaware limited liability company (“ Intrepid LLC ”).

B. Pursuant to the terms and subject to the conditions of an Exchange Agreement dated as of April 21, 2008, between Intrepid and Intrepid LLC, it is contemplated that Intrepid will acquire substantially all of the assets of Intrepid LLC in exchange for shares of Common Stock and a cash payment (the “ Exchange ”).

C. Intrepid is contemplating an offer and sale of shares of its Common Stock to the public in an underwritten initial public offering (the “ IPO ”) simultaneously with closing the consummation of the Exchange.

D. It is also contemplated that, immediately following the consummation of the Exchange and the closing of the IPO, Intrepid LLC will satisfy its outstanding liabilities, liquidate and distribute all of its cash and shares of Common Stock to the Founding Stockholders (the “ Distribution ”).

E. The Founding Stockholders and Intrepid wish to set forth certain understandings with respect to the Founding Stockholders’ holdings of Common Stock (including such shares of Common Stock contemplated to be received in the Distribution).

F. The Certificate of Incorporation of Intrepid (the “ Charter ”) provides that Intrepid shall have a staggered board of directors (the “ Board ”) that consists of three classes of directors and that the term of one class of directors will expire at each annual meeting of the stockholders of Intrepid (the “Annual Meetings”).

AGREEMENT

In consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Intrepid and the Founding Stockholders agree as follows.

1. Definitions

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

“ Affiliate ” means any person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified person. As used in this definition of “Affiliate,” (i) the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and (ii) the term “person” means any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization.

“ Common Stock ” means the common stock, par value $0.001 per share, of Intrepid.

“ Director ” means a member of the Board.

“ Nominating Committee ” means the nominating/governance committee of the Board.

“ Permitted Transferee ” means (i) in the case of HOPCO , Hugh E. Harvey, Jr. and, in the case of IPC, Robert P. Jornayvaz III, any of their respective Affiliates, and (A) a spouse or lineal descendant (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of Harvey or Jornayvaz, (B) any trust, the majority of trustees of which include only Harvey or Jornayvaz or persons named in clause (A) and the beneficiaries of which include only the persons named in clause (A), (C) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the persons named in clause (A), (D) in the case of a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, and all subsequent trusts that may result from the division of such trust into two or more separate trusts, or any trust resulting from the combination of two or more of such trusts into a single trust, (E) any foundation or other entity established by Harvey or Jornayvaz for charitable purposes, and (ii) in the case of PAL, any of (A) an Affiliate of PAL and (B) the owners of equity interests in PAL or its parent entities provided the Transfer of Common Stock is substantially in accordance with their respective equity interests in PAL or such parent.

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“ Registration Statement ” means the registration statement filed with the Securities Exchange Commission on December 20, 2007 on Form S-1 in relation to the IPO, as amended.

“ Retiring Director ” means any Director whose term expires at the next Annual Meeting pursuant to the terms of the Charter.

“ Transfer ” means, with respect to any share of Common Stock (or direct or indirect economic or other interest therein), a transfer, sale, assignment, pledge, hypothecation or other disposition, whether directly or indirectly (pursuant to the creation of a derivative security or otherwise), the grant of an option or other right or the imposition of a restriction on disposition or voting or by operation of law. When used as a verb, “Transfer” shall have the correlative meaning.

2. Nominee Designation

2.1 Nomination Right . Subject to any limitations imposed by the New York Stock Exchange and the conditions set forth in this Section 2, each Founding Stockholder and its Affiliates and Permitted Transferees (as a group) shall have the right to designate persons to be appointed or nominated for election to the Board as follows (each, a “ Designee ”):

(a) each Founding Stockholder hereby designates the Designee named opposite such Founding Stockholder’s name below for appointment as an initial Director and each such Director shall belong to the respective class of directors whose initial terms shall expire at the Annual Meeting indicated below:

(b) at every Annual Meeting hereafter at which the term of a Director designated by a Founding Stockholder in accordance with this Section 2.1 shall expire, such Founding Stockholder (and its Affiliates and Permitted Transferees, as a group) may name a Designee to be nominated for election to the Board in place of such Retiring Director; provided that such Retiring Director may be named by the Founding Stockholder as its Designee for the succeeding term.

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(c) if a vacancy occurs because of the death, disability, retirement, resignation or removal of a Director that was a Designee of a Founding Stockholder, such Founding Stockholder (and its Affiliates and Permitted Transferees, as a group) shall name a Designee to fill such vacancy as soon as reasonably practicable, and the Board, subject to paragraph 2.4(b)(ii) below, shall elect the Designee to the Board to fill the vacancy.

2.2 Effect of Reduction of Holdings . At such time as any Founding Stockholder and its Affiliates and Permitted Transferees no longer beneficially own at least five percent of the issued and outstanding shares of Common Stock (calculated on a fully diluted and as converted basis, and adjusted to reflect any additional issuance of Common Stock or any split, dividend or other distribution by Intrepid to the holders of Common Stock), such Founding Stockholder (and its Affiliates and Permitted Transferees) shall cease to have any rights of designation under Section 2.1 or right of approval under paragraph 2.4(c).

2.3 Personal Right . Each Founding Stockholder’s rights under this Section 2 are personal to such Founding Stockholder (and its Affiliates and Permitted Transferees) and may not be assigned except in accordance with Section 7.3.

2.4 Intrepid Obligations.

(a) To the fullest extent permitted by law, Intrepid agrees to use its best efforts to assure that, with respect to each election of directors hereafter:

(i) the Founding Stockholders’ respective Designees are included in the Board’s slate of nominees and are recommended for election by Intrepid; and

(ii) each such Designee is included in the proxy statement prepared by Intrepid in connection with soliciting proxies for every meeting of the stockholders of Intrepid called with respect to such election, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Intrepid or the Board with respect to such election.

(b) Notwithstanding anything herein to the contrary, Intrepid shall not be obligated to cause to be nominated for election to the Board or recommend to the stockholders the election of any Designee if (i) such Designee fails to submit to Intrepid on a timely basis such questionnaires as Intrepid may require of its directors generally and such other information as Intrepid may reasonably request,

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or (ii) the Board or the Nominating Committee determines in good faith, after consultation with legal counsel, that such action would be inconsistent with its fiduciary duties or applicable law; provided, however, that if the Board or the Nominating Committee determine in good faith, after consultation with legal counsel, that such action would be inconsistent with its fiduciary duties or applicable law, Intrepid shall promptly, and sufficiently in advance of any meetings of the stockholders called with respect to such election of nominees, notify the applicable Founding Stockholder of such determination and permit the applicable Founding Stockholder to provide an alternate Designee.

(c) For so long as any Founding Stockholder (or its Affiliates and Permitted Transferees, as applicable) shall have any rights of designation under this Section 2, Intrepid shall not take any action to change the size of the Board to exceed seven members without the prior consent of Founding Shareholders (or their respective Affiliates and Permitted Transferees, as applicable) that beneficially own a majority of the outstanding shares beneficially owned by all Founding Stockholders (and their Affiliates and Permitted Transferees).

3. Voting. To the fullest extent permitted by law, each Founding Stockholder agrees (a) to vote (and so long as shares of Common Stock are held by Intrepid LLC to cause Intrepid LLC to vote) all its shares of Common Stock or any other equity securities of the Company, whether now owned or hereafter acquired or that such Founding Stockholder may be empowered to vote (or to act by written consent with respect to such shares of Common Stock or other securities), from time to time and at all times, in favor of the election to the Board of each Designee, and (b) to not vote (nor act by written consent) in favor of any individual who is not nominated by the Nominating Committee.

4. Transfer Limitations.

(a) Subject to Section 4(b), each Founding Stockholder agrees that it shall not Transfer, whether in a single transaction or a series of related transactions, any of its shares of Common Stock (nor permit its Affiliates to Transfer any of their shares of Common Stock), if, to the actual knowledge of such Founding Stockholder immediately prior to such Transfer, the transferee (or any group of which such transferee is a member) would, after giving effect to such Transfer, own or have rights to acquire in excess of five percent of the issued and outstanding shares of Common Stock.

(b) The Transfer limitations in Section 4(a) above shall not apply to, nor prohibit, any (i) Transfer from one Founding Stockholder or its Affiliates to another Founding Stockholder or it is Affiliates or (ii) tender by any Founding Stockholder or its Affiliates of his or its Common Stock pursuant to a tender offer in which each Founding Stockholder and its Affiliates is permitted to participate

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on terms no less favorable than those applicable to each other Founding Stockholder and its Affiliates or (iii) transfers by a Founding Stockholder to a Permitted Transferee who signs and agrees to be bound by this Agreement.

5. Specific Performance. Each of the parties to this Agreement acknowledges and agrees that each party hereto will be irreparably damaged if any of the provisions of this Agreement are not performed by the parties hereto in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of Intrepid and the Founding Stockholders shall be entitled to an injunction to prevent breaches of this Agreement and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction, in addition to any other remedy to which the parties hereto may be entitled at law or in equity. Each of the parties hereto hereby consents to personal jurisdiction in any such action brought in the United States District Court for the District of Colorado or in any court of the State of Colorado sitting in the City and County of Denver having subject matter jurisdiction.

6. Termination. If the Registration Statement is withdrawn for any reason, this Agreement shall become null and void and be of no further force or effect whatsoever and neither the Founding Stockholders nor Intrepid shall have any further obligations hereunder or with respect hereto.

7. Miscellaneous

7.1 Governing Law . This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

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7.2 Notices . All notices, demands or other communications to be given under or by reason of this Agreement shall be in writing and shall be delivered by hand or sent by facsimile or overnight courier service and shall be deemed given when received, as follows:

Any party to this Agreement may change its address for notices, demands and other communications under this Agreement by giving notice of such change to the other parties hereto in accordance with this Section 7.2.

7.3 Benefit of Parties; Assignment . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. This Agreement may not be assigned by either Intrepid or any Founding Stockholder except with the prior written consent of the other

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parties; provided, however , no prior consent shall be required for an assignment by a Founding Stockholder to its stockholders or members in connection with a distribution of Common Stock by such Founding Stockholder, provided each assignee expressly agrees to be bound by this Agreement. Notwithstanding anything to the contrary in the preceding sentence, in the case of an assignment by PAL to its members in connection with a distribution of Common Stock by PAL (which shall not require the prior consent of any party hereto), no member of PAL, other than Platte River Ventures I, L.P. and CCF/PRV Co-Investment Holdings, L.P., shall be required to agree to be bound by this Agreement in connection with such assignment. Nothing herein contained shall confer or is intended to confer on any third party or entity that is not a party to this Agreement any rights under this Agreement.

7.4 Amendment . This Agreement may not be amended, modified, altered or supplemented except by means of a written instrument executed on behalf of Intrepid and each of the Founding Stockholders.

7.5 Waiver . No failure on the part of any party hereto to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

7.6 Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.7 Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto and supersedes all other agreements and understandings between the parties hereto relating to the subject matter hereof.

7.8 Counterparts and Facsimiles . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the others. The parties hereto may execute the signature pages hereof and exchange such signature pages by facsimile transmission.

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7.9 Interpretation of Agreement.

(a) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation.”

(b) Unless otherwise specified, references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of, and Exhibits to, this Agreement.

(c) The Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

(d) Each party hereto and its counsel cooperated in drafting and preparation of this Agreement and the documents referred to in this Agreement. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby expressly waived.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

[Signature Page to Director Designation and Voting Agreement]

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of April 25, 2008 by and among Intrepid Potash, Inc., a Delaware corporation (the “ Company ”), Harvey Operating & Production Company, a Colorado corporation (“ HOPCO ”), Intrepid Production Corporation, a Colorado corporation (“ IPC ”), and Potash Acquisition, LLC, a Delaware limited liability company (“ PAL ” and, collectively with HOPCO and IPC, the “ Original Stockholders ”).

RECITALS

A. The Company intends to offer shares of Common Stock (as defined below) in a registered public offering (the “ IPO ”) pursuant to a prospectus and registration statement filed on Form S-1 with the U.S. Securities and Exchange Commission (the “ SEC ”);

B. The Company and Intrepid Mining LLC, a Delaware limited liability company wholly-owned by the Original Stockholders (“ Mining ”), propose to enter into an Exchange Agreement of even date hereof (the “ Exchange Agreement ”), pursuant to which Mining will transfer to the Company all right, title and interest to all of its assets in exchange for Common Stock and other consideration;

C. Mining intends to distribute to the Original Stockholders the Common Stock received as consideration pursuant to the Exchange Agreement; and

D. Under the terms of the Amended and Restated Limited Liability Company Agreement of Mining (the “ Mining LLC Agreement ”), the Company is obligated to provide registration rights to the Original Stockholders with regard to the shares of Common Stock issued pursuant to the Exchange Agreement (the “ Exchange Shares ”).

THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, the parties agree as follows.

AGREEMENT

1. Definitions . For the purposes of this Agreement:

“ Affiliate ” means with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and in the case of an individual, includes any member of such Person’s immediate family or other relative of such Person or such immediate family who has the same home as such Person. As used in this definition, the word “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of

voting securities, by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, neither the Company nor Mining shall be an Affiliate of any Original Stockholder.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day other than a Saturday or Sunday or other day upon which banks are authorized or required to close in the State of Colorado.

“ Change in Control ” means, with respect to a Person, (a) a transfer, directly or indirectly (including by merger), of all or substantially all of the assets of such Person (including a transfer in liquidation of such Person), (b) the transfer, directly or indirectly, of more than 50% of the equity interests of such Person in one or a series of related transactions, or (c) the transfer, directly or indirectly, of control of such Person, whether by sale, merger or consolidation. As used in this definition, the word “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Common Stock ” means the common stock, par value $0.001 per share, of the Company.

“ Demand Registration ” means the registration under the Securities Act of Common Stock pursuant to a Demand Notice as described in Section 2.01 .

“ Demand Registration Group ” means each of (i) HOPCO and any assignees, transferees or successors, with respect to any Registrable Securities, (ii) IPC and any assignees, transferees or successors, with respect to any Registrable Securities, and (iii) PAL and any assignees, transferees or successors, with respect to any Registrable Securities.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, including the rules and regulations promulgated thereunder, as amended from time to time. Any reference herein to a specific section or sections of the Exchange Act shall be deemed to include a reference to any corresponding provision of future law.

“ Holder ” means any owner of Registrable Securities.

“ Lien ” means any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, charge, deposit arrangement, preference, priority, security interest, option, right of first refusal or other transfer restriction or encumbrance of any kind (including preferential purchase rights, conditional sales agreements or other title retention agreements, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing).

“ Person ” means a natural person, corporation, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, governmental authority or any other entity.

“ Piggyback Registration ” means the registration of Common Stock pursuant to a Piggyback Notice as described in Section 2.02(a) .

“ Prospectus ” means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ register ,” “ registered ,” and “ registration ” means a registration effected by preparing and filing a Registration Statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement or document.

“ Registrable Securities ” means (a) the Exchange Shares and (b) any equity securities of the Company issued as (or issuable upon the conversion or exercise of any warrant, option, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Exchange Shares that have been issued to any Holder. As to any particular securities that are Registrable Securities, such securities shall cease to be Registrable Securities when (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (B) such securities shall have been distributed to the public in reliance upon Rule 144, provided that at the time such securities are proposed to be disposed of, they may be sold under Rule 144 without any limitation on the amount of such securities which may be sold or (C) they shall have ceased to be outstanding.

“ Registration Statement ” means in connection with the public offering and sale of Exchange Shares or other equity securities of the Company, a registration statement (including pursuant to Rule 415 under the Securities Act) in compliance with the Securities Act.

“ Rule 144 ” means Rule 144 (or any successor provision) under the Securities Act.

“ Securities Act ” means the Securities Act of 1933, including the rules and regulations promulgated thereunder, as amended from time to time. Any reference herein to a specific section or sections of the Securities Act shall be deemed to include a reference to any corresponding provision of future law.

“ underwritten registration ” or “ underwritten offering ” means a registration in which Registrable Securities are sold to an underwriter for reoffering to the public.

2. Registration .

(a) Demand . At any point following the completion of the IPO, upon receipt of a written request (a “ Demand Notice ”) from any Holder within a Demand Registration Group that the Company file a Registration Statement covering the registration of Registrable Securities held by such Holder, the Company shall, within 10 Business Days of receipt of the Demand Notice, (i) give written notice of such request (the “ Request Notice ”) to all Holders and, (ii) in addition to complying with its obligations under Section 2.02 , shall use its reasonable best efforts to effect, as soon as practicable, the registration of the number of Registrable Securities specified by the Holder in the Demand Notice, subject only to the limitations of Section 2.01(b) and the rights of the other Holders pursuant to Section 2.02 ; provided , that the Company shall not be obligated to effect any such registration if the Company has, within the six month period preceding the date of such Demand Notice, already effected a registration pursuant to this Section 2.01(a) or Section 2.02 in which the Holder participated, other than a registration from which all or a portion of the Registrable Securities of the Holder were excluded pursuant to the provisions of Section 2.01(b) or Section 2.02(c) ; and provided further , that if the Company determines that the requested registration would be materially detrimental to the Company because such registration would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (z) render the Company unable to comply with requirements under applicable securities laws, then the Company shall have the right to postpone such requested registration for a period of not more than 90 days after receipt of the Holder’s Demand Notice, provided that such right to postpone registration pursuant to this Section 2.01(a) shall not to be utilized more than once in any twelve-month period. The Company shall be obligated to effect only three such registrations pursuant to this Section 2.01(a) on behalf of each Demand Registration Group, one of which may be a “shelf” registration in accordance with Section 2.01(c) . A registration shall be effected for purposes of this Section 2.01(a) when and if a Registration Statement is declared effective by the SEC and the distribution of securities thereunder has been completed without the occurrence of any stop order or proceeding relating thereto suspending the effectiveness of the registration.

(b) Underwriting Requirements . If a Holder intends to distribute the Registrable Securities covered by its Demand Notice by means of an underwritten offering, then it shall so advise the Company as a part of the Demand Notice, and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his, her or its Registrable Securities in such registration pursuant to the rights set forth in Section 2.02 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting as provided in this Agreement. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. All Holders, whether or not they are participating in such offering, and the Company agree not to effect any transfer of Registrable Securities (or any securities of the Company exchangeable or convertible into Registrable Securities) during the “lock-up” periods set forth in such underwriting agreement or separate “lock-up” agreement. Notwithstanding any other provision of this Section 2.01 or Section 2.02 , if the managing underwriters with respect to the proposed offering advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without being likely to have a material adverse effect on the offering of securities as then contemplated (including a material adverse effect on the price at which it is proposed to sell the securities), then the Company shall so advise all Holders of securities that would otherwise be included in such registration, and the number of securities that may be included in the registration shall be allocated: (i) first, pro rata among the Holders electing to participate in such registration (whether pursuant to this Section 2.01 or Section 2.02 ) according to the total amount of Registrable Securities requested by such Holders to be included in such registration, (ii) second, to securities being sold for the account of the Company, and (iii) last, pro rata among the other selling security holders of the Company, if any, according to the total amount of securities requested to be included in such registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(c) Shelf Registration . If the Company is eligible to register the resale of Registrable Securities by Holders on Form S-3, then any registration under Section 2.01(a) shall, if requested in the Demand Notice, be effected pursuant to a “shelf” Registration Statement covering the Registrable Securities specified by the Holder on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, subject to the conditions and limitations set forth in Section 2.01(a) .

(a) Piggyback Rights . Prior to the Company registering, whether or not for its own account and whether pursuant to Section 2.01 or otherwise, any Registrable Securities or other equity securities in connection with a public offering for cash (but excluding (i) any registration relating solely to the sale of securities to participants in a Company-sponsored benefit plan on Form S-1 or Form S-8 under the Securities Act or similar forms that may be promulgated under the Securities Act in the future, (ii) any registration relating to a corporate reorganization, acquisition or other transaction contemplated by Rule 145 under the Securities Act on Form S-4 under the Securities Act or similar forms that may be promulgated under the Securities Act in the future, and (iii) the IPO), the Company shall promptly give each Holder written notice of such registration (a “ Piggyback Notice ”), including, if such registration is pursuant to Section 2.01 , the applicable Request Notice. Upon the written request of each Holder given in writing to the Company within 15 days after receipt of such Piggyback Notice by the Company, the Company shall, subject to the provisions of Section 2.02(b) , as applicable, include in the Registration Statement all of the Registrable Securities that each such Holder has requested to be registered, subject to the limitations of Section 2.02(c) .

(b) Right to Terminate Registration . The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.02 that is not initiated in response to a Demand Notice prior to the effectiveness of such registration and the commencement of the public offer of the securities covered by such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 hereof. Any such withdrawal shall be without prejudice to the rights of any Holder to request that a registration of its Registrable Securities be included in subsequent registrations under Section 2.02(a) .

(c) Underwriting Requirements . If a Registration Statement referred to in the Piggyback Notice is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any such Holder to include Registrable Securities in such a registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting as provided in this Agreement. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Company for such underwriting. All Holders, whether or not they are participating in such offering, and the Company agree not to effect any transfer of Registrable Securities (or any securities of the Company exchangeable or convertible into Registrable Securities) during the “lock-up” periods set forth in such underwriting agreement or separate “lock-up” agreement. Notwithstanding any other provision of Section 2.01 or this Section 2.02 , if any registration under Section 2.02(a) is undertaken other than in

response to a Demand Notice delivered under Section 2.01 (in which case the corresponding provisions of Section 2.01(b) shall apply) and the managing underwriters with respect to the proposed offering advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in such offering without being likely to have a material adverse effect on the offering of securities as then contemplated (including a material adverse effect on the price at which it is proposed to sell the securities), then the Company shall so advise all Holders of securities that would otherwise be included in such registration, and the number of securities that may be included in the registration shall be allocated: (i) first, to securities being sold for the account of the Company, (ii) second, pro rata among the Holders electing to participate in such registration in accordance with this Section 2.02 according to the total amount of Registrable Securities requested by such Holders to be included in such registration, and (iii) last, pro rata among the other selling security holders of the Company, if any, according to the total amount of securities requested to be included in such registration. The defined term “Holder” shall be construed for purposes of this Section 2.02(c) in the same manner as set forth in the last sentence of Section 2.01(b) .

3. Obligations of the Company . Subject to the Company’s right to terminate or withdraw certain registrations under Section 2.02(b) , whenever the Company is required under this Agreement to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities not later than 90 days after a Demand Notice is given by any Holder pursuant to Section 2.01(a) and keep such Registration Statement effective for a period of up to 180 days or, if earlier, until the distribution contemplated in the Registration Statement has been completed;

(b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection with such registration as may be necessary to comply with the provisions of the Securities Act with respect to disposition of all securities covered by such Registration Statement for the period set forth in Section 3(a) ;

(c) furnish to each selling Holder and their counsel selected in accordance with Section 5 copies of all documents proposed to be filed with the SEC in connection with such registration, which documents will be provided to such counsel and each selling Holder prior to the filing thereof;

(d) furnish to the selling Holders, without charge, such number of (i) conformed copies of the Registration Statement and of each amendment or supplement thereto (in each case including all exhibits and documents filed therewith), and (ii) copies

of the Prospectus included in such Registration Statement, including each preliminary Prospectus and any summary Prospectus, in conformity with the requirements of the Securities Act, and such other documents, in each case, as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them in accordance with the intended method or methods of such disposition;

(e) in the event of any underwritten offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriters of such offering and enter into such other agreements and take such other actions in order to expedite or facilitate the disposition of such Registrable Securities, including preparing for, and participating in, “road shows” and all other customary selling efforts, all as the underwriters reasonably request;

(f) notify each selling Holder covered by such Registration Statement, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of (i) the issuance of any stop order by the SEC in respect of such Registration Statement (and use every reasonable effort to obtain the lifting of any such stop order at the earliest possible moment), (ii) any period when the Registration Statement ceases to be effective, or (iii) the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, as promptly as is practicable, prepare and furnish to such selling Holder a reasonable number of copies of any supplement to or amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(g) cause all such Registrable Securities registered hereunder to be listed on each securities exchange or other automated quotation system on which similar securities issued by the Company are then listed or, if not so listed, use its commercially reasonable efforts to cause such Registrable Securities registered hereunder to be listed on a securities exchange or other automated quotation system selected by the Company;

(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(i) use its reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions in the United States as shall be reasonably requested by the selling Holders and such other jurisdictions as shall be reasonably requested by the managing

underwriters (or obtain an exemption from registration or qualification under such laws) and do any and all other acts and things which may be necessary or advisable to enable such selling Holders to consummate the disposition of the Registrable Securities in such jurisdictions in accordance with the intended method or methods of distribution thereof; provided, however , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of process or become subject to taxation in any such states or jurisdictions;

(j) use its reasonable efforts to cause all Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and its subsidiaries to enable each selling Holder thereof to consummate the disposition of such Registrable Securities in accordance with the intended method or methods of disposition thereof;

(k) furnish to each selling Holder and underwriter a signed opinion of counsel for the Company, which counsel is experienced in securities law matters, dated the effective date of the Registration Statement (and, if any registration includes an underwritten offering, the date of the closing under the underwriting agreement), addressed to such selling Holder, covering such matters as are customarily covered in opinions of issuer’s counsel delivered to the underwriters in underwritten offerings of securities and such other matters as may be reasonably requested by the Holders, if any;

(l) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement of the Company (in form complying with the provisions of Rule 158 under the Securities Act) covering, subject to Section 3(f) , the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement; and

(m) use its commercially reasonable efforts to take all other reasonable and customary steps typically taken by issuers to effect the registration and disposition of such Registrable Securities as contemplated hereby.

4. Obligations of Holder .

(a) Information from Holder . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall, within 10 Business Days of a request by the Company, furnish to the Company such customary information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required by the Company to effect the registration of such Holder’s Registrable Securities.

(b) Participation in Underwritten Registrations . No Holder may participate in any underwritten registration unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled under this Agreement to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

5. Registration Expenses . All expenses (other than underwriting discounts and commissions) incurred in connection with registrations pursuant to Section 2.01 or Section 2.02 , including all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company and the reasonable fees and disbursements of one counsel for the Holders holding a majority of the Registrable Securities to be included in such registration (collectively, “ Registration Expenses ”), shall be borne by the Company.

6. Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or administration of this Agreement.

7. Indemnification and Contribution . In the event any Registrable Securities are included in a Registration Statement under this Agreement

(a) Indemnification of Holders . To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, managers, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter, within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, expenses or liabilities (joint or several) (or actions, proceedings or settlements in respect thereof), to which they may become subject under the Securities Act, the Exchange Act or other federal, state or foreign securities laws, or common law, insofar as such losses, claims, damages, expenses or liabilities (or actions proceeding or settlements in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary Prospectus or final Prospectus (or similar offering documents) contained therein or any amendments or supplements thereto, or any other document required in connection therewith or any qualification or compliance associated therewith;

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation of the Securities Act, the Exchange Act, any state or foreign securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or other federal, state or foreign securities laws or common law. The Company will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending or settling any such loss, claim, damage, liability or action as such expenses are incurred; provided, however , that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with information furnished to the Company expressly for use in connection with such registration by such Holder, underwriter or controlling Person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder and shall survive the transfer of such securities by any Holder.

(b) Indemnification of the Company . To the extent permitted by law, each selling Holder, on a several and not joint basis, will indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such Registration Statement and any controlling Person of any such underwriter or other Holder, against any losses, claims, damages, expenses or liabilities (joint or several) (or actions, proceedings or settlements in respect thereof) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal, state or foreign securities laws, or common law, insofar as such losses, claims, damages or liabilities (or actions proceedings or settlements in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof), in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder to the Company expressly for use in connection with such registration; and each such Holder will reimburse any Person intended to be indemnified pursuant to this Section 7(b) for any legal or other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however , that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld or delayed), provided, further that in no event shall any indemnity under this Section 7(b) exceed the net proceeds from the offering received by such Holder.

(c) Procedures . Promptly after receipt by an indemnified party under this Section 7 of written notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7 , deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however , that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party other than under this Section 7 . No indemnifying party, in the defense of any such claim or action, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or action.

(d) Adjustments . If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of and, except as to the Company where the Company does not participate in the offering, the relative benefits received by the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations, provided that no Person guilty of fraud shall be entitled to contribution. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The relative benefits received by the indemnifying party and the indemnified party shall be determined by reference to the net proceeds and

underwriting discounts and commissions from the offering received by each such party. In no event shall any contribution of any Holder under this Section 7(d) exceed the net proceeds from the offering received by such Holder, less any amounts paid under Section 7(b) .

(e) Conflict With Underwriting Agreement . Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into by the Company and a Holder in connection with an underwritten offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control with respect to the Company and such Holder.

(f) Survival . The obligations of the Company and Holders under this Section 7 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement and the termination of this Agreement.

(g) Not Exclusive . The obligations of the parties under this Section 7 shall be in addition to any liability which any party may otherwise have to any other party.

8. Successors, Assigns and Transferees . This Agreement shall be binding upon and shall inure to the benefit of each party hereto, and their respective successors, assigns and transferees. Any Holder under this Agreement may assign its rights under this Agreement to any Affiliate or to other successors, assigns and transferees of such Holder; provided, however , that prior to, or within a reasonable period of time after, any such assignment, the assigning Holder shall provide written notice thereof to the Company, which notice shall include the name and address of the transferee or assign and identify the securities with respect to which the rights hereunder are being transferred. As a condition to the effectiveness of any transfer permitted hereunder, the transferee or assign shall agree, in writing, upon request of the Company, to be bound by the provisions of this Agreement. This Agreement shall survive any transfer of Registrable Securities to, and shall inure to the benefit of, an Affiliate or such other successors, assigns and transferees of such Holder. In addition, and whether or not any express transfer or assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent Holder of Registrable Securities.

9. Miscellaneous .

(a) Adjustments Affecting Registrable Securities . The Company will not take any action, or permit any change to occur, with respect to its securities that would adversely affect the ability of the Holders to include their respective Registrable Securities in a registration undertaken pursuant to this Agreement.

(b) No Waivers . No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c) Amendments . Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and each Original Stockholder or, in the case that any Original Stockholder has transferred all of its Registrable Securities in accordance with Section 8 of this Agreement, the transferee of such Original Stockholder holding a majority of the Registrable Securities so transferred.

(d) Severability . If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(e) Notices . All notices required or permitted by this Agreement shall be in writing and shall be hand delivered, sent by reputable overnight courier, sent by registered or certified mail, or sent by email or facsimile if confirmed by electronic confirmation of receipt. Notices shall be given to such party at its mailing address, facsimile number or email address set forth on the signature pages hereof, or such other address, or facsimile number as such party may hereafter specify for such purpose. Each such notice, request or other communication shall be effective (i) if given by facsimile or email, when such notice is transmitted to the destination specified on the signature page hereto and the appropriate answer back (i.e., machine confirmation, email confirmation or telephone confirmation) is received, (ii) if given by registered or certified mail, 72 hours after such communication is deposited in the mail with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when received at the address specified on the signature pages hereof.

(f) Entire Agreement . This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings, written or oral, relating to the subject matter hereof, including, without limitation, Sections 11.1 through 11.7 of the Mining LLC Agreement.

(g) Governing Law . The laws of the State of Colorado shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under applicable principles of conflicts of laws.

(h) Counterparts . This Agreement may be executed in counterparts, each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument.

(i) No Third Party Beneficiaries . Except as provided by Section 8 , nothing in this Agreement shall confer any rights upon any Person other than the parties hereto, each such party’s respective successors and permitted assigns and transferees.

(j) Registration Rights in Mining LLC Agreement . This Agreement supersedes in their entirety the agreements, rights and obligations of Mining and the Original Stockholders contained in Sections 11.1 through 11.7 of the Mining LLC Agreement.

(k) Company IPO . The Original Stockholders hereby agree not to effect any transfer of Registrable Securities during the lock-up periods set forth in (i) the Underwriting Agreement dated April 21, 2008 entered into in connection with the Company’s IPO or (ii) any separate “lock-up” agreement executed in connection with the IPO, in each case only as such is applicable to each Original Stockholder, respectively.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers or representatives, as of the date first above written.

Exhibit 10.3

FOURTH AMENDMENT OF

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 25, 2008 (the “Effective Date”), is by and among INTREPID MINING LLC, a Delaware limited liability company (“IMLLC”), formerly by way of conversion Intrepid Mining LLC, a Colorado limited liability company, INTREPID POTASH-MOAB, LLC, a Delaware limited liability company (“IPMLLC”), INTREPID POTASH-NEW MEXICO, LLC, a New Mexico limited liability company (“IPNMLLC”), INTREPID POTASH-WENDOVER, LLC, a Colorado limited liability company (“IPWLLC”), INTREPID POTASH, INC., a Delaware corporation (“IPI”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“USB”), in its capacity as lead arranger and Agent (“Agent”), and the Lenders (as defined below).

RECITALS

A. IMLLC, IPMLLC, IPNMLLC and IPWLLC (“Original Borrowers”), Agent and the lenders named therein (the “Lenders”) are parties to a Third Amended and Restated Credit Agreement dated as of March 9, 2007, as amended pursuant to a First Amendment of Third Amended and Restated Credit Agreement dated as of May 23, 2007, a Second Amendment of Third Amended and Restated Credit Agreement dated as of September 11, 2007 and a Third Amendment of Third Amended and Restated Credit Agreement dated as of October 12, 2007 (as so amended, the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

B. Immediately prior to the Effective Date, IMLLC owned all of the 1,000 issued and outstanding shares of common stock of IPI.

C. As of the Effective Date, IMLLC is transferring all of its assets to IPI in exchange for (i) a portion of the net proceeds of the offer and sale by IPI of its Common Stock to the public in an underwritten initial public offering (the “IPO”), (ii) shares of IPI’s Common Stock, and (iii) the assumption by IPI of substantially all of the liabilities of IMLLC, including the Obligations (but excluding the Temporary Paydown Obligation (defined below)) (collectively, such transaction is referred to herein as the “Exchange”), in each case as described in the final prospectus for the IPO contained in the registration statement filed on Form S-1 with the Securities and Exchange Commission (the “Prospectus”).

D. In connection with the Exchange, IPI intends to declare a dividend with respect to the 1,000 shares of its Common Stock currently issued and outstanding (the “Formation Distribution”), which will be paid in shares of Common Stock; provided, however, that for each share of Common Stock purchased by the underwriters pursuant to the over-allotment option granted in connection with the IPO, the number of shares payable pursuant to the Formation Distribution will be reduced, one-for-one, and in lieu of such shares, IPI will pay cash in an amount equal to the net proceeds, before offering expenses but after underwriting discounts and commissions, it receives from the exercise of the underwriters’ over-allotment option.

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E. Original Borrowers, IPI, Agent and the Lenders desire that this Amendment be executed and delivered in order to amend certain terms and provisions of the Credit Agreement, including without limitation by providing for the terms upon which IPI shall assume the Obligations of IMLLC (other than the Temporary Paydown Obligation), and be substituted for IMLLC as a party to the Credit Agreement.

F. IMLLC is retaining the obligation to repay $18,900,000 of the outstanding principal balance of the Revolving Loan, together with all unpaid interest accrued thereon and any fees, charges and other costs owing from Original Borrowers to Lenders with respect to the repayment of such principal balance on the Revolving Loan, including any charges and costs incurred by any Lender under Section 3.5 of the Credit Agreement (collectively, the “Temporary Paydown Obligation”), and has paid to the Lenders, concurrently with the execution and delivery of this Amendment, the amount of the Temporary Paydown Obligation.

AMENDMENT

NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Prepayment . Concurrently with the execution and delivery of this Amendment, IMLLC has paid to Lenders in accordance with the Credit Agreement the amount of the Temporary Paydown Obligation. Other than the Temporary Paydown Obligation, IPI hereby assumes and agrees to pay and perform all of the Obligations of IMLLC.

2. Amendment of Credit Agreement . The Credit Agreement shall be, and hereby is, amended as follows, effective as of the Effective Date:

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IPI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having all powers required to carry on its business and to enter into and carry out the transactions contemplated hereby.

(m) Distributions . IPI will not make any Distributions, except as follows (and such exception shall not apply if, immediately before, immediately after or as of the end of the Fiscal Quarter in which any such Distribution shall have occurred, any Default shall have occurred and be continuing): IPI may make a Distribution at a time when the Cash Flow Leverage Ratio (Distributions) of IPI and its Consolidated Affiliates shall not be greater than 2.5:1.0 immediately before and immediately after such Distribution and as of both the beginning and the end of the Fiscal Quarter in which such Distribution shall have occurred.

3. The Notes . Each of the Notes shall be amended by an Allonge (collectively, the “Allonges”) in the form of Exhibit “A” attached hereto and made a part hereof.

4. Release . Subject to the fulfillment by IPI and the Original Borrowers (other than IMLLC) of their obligations under Section 5 below, in consideration of the repayment of the Temporary Paydown Obligation and the substitution of IPI for IMLLC as a Borrower under the Credit Agreement, (a) the security interests and liens granted to or held by the Agent under and pursuant to (i) the Second Amended and Restated Security Agreement, dated as of March 9, 2007 (the “LLC Interest Security Agreement”), between IMLLC and Agent, in its capacity as agent for the benefit of Agent and the Lenders (as to the pledge by IMLLC of the limited liability company membership interests in IPMLLC, IPNMLLC and IPWLLC, HB Potash and Moab Gas

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Pipeline, LLC, a Colorado limited liability company (“Moab Pipeline”)), and (ii) the Second Amended and Restated Security Agreement, dated as of March 9, 2007 (the “Assets Security Agreement”), between IMLLC and Agent, in its capacity as agent for the benefit of Agent and the Lenders (as to the pledge by IMLLC of accounts, general intangibles, equipment, inventory and the proceeds of the foregoing), are hereby released, and the LLC Interest Security Agreement and the Assets Security Agreement are terminated and shall be of no further force and effect, (b) Agent shall promptly remove IMLLC as a named debtor from (or, to the extent that IMLLC is the sole named debtor, terminate) any and all financing statements of record filed by Agent or the Lenders under the Credit Agreement under which IMLLC is named as a debtor, and (c) IMLLC is hereby released and discharged from all of the Obligations under the Loan Documents, except in each case for indemnification and other provisions of the Loan Documents that by their terms survive the repayment of the Obligations and the termination of the Loan Documents, but only with respect to any actions, occurrences or events occurring prior to the Effective Date.

5. Loan Documents . All references in any document to the Credit Agreement shall be deemed to refer to the Credit Agreement, as amended pursuant to this Amendment. All references in any document to any Note shall be deemed to refer to such Note, as amended pursuant to the applicable Allonge. Original Borrowers (other than IMLLC) and IPI (herein collectively referred to as “Borrowers”) shall also deliver to Agent such new Loan Documents and amendments to existing Loan Documents as Agent may request, including, without limitation, (a) a security agreement between IPI and Agent, in its capacity as agent for the benefit of Agent and the Lenders, granting a security interest and lien on all of its limited liability company membership interests in IPMLLC, IPNMLLC and IPWLLC, HB Potash and Moab Pipeline, in substantially the form of the LLC Interest Security Agreement released in accordance with Section 4 above, and (ii) a security agreement between IPI and Agent, in its capacity as agent for the benefit of Agent and the Lenders, granting a security interest in its accounts, general intangibles, equipment, inventory and the proceeds of the foregoing, in substantially the form of the Assets Security Agreement released in accordance with Section 4 above.

6. Consent and Waiver . The undersigned Agent and Lenders hereby consent to the IPO and the Exchange, including, without limitation, the assignment by IMLLC of all of its assets to IPI, and the assumption by IPI of the Obligations (other than the Temporary Paydown Obligation), in each case as and to the extent described in the Prospectus (collectively, the “Transactions”). The undersigned Agent and Lenders hereby waive any (a) actual or alleged Default or Event of Default under Section 2.4(b), Section 5.1(b), Section 6.2(f), Section 6.2(m) or Section 6.2(n) of the Credit Agreement arising out of, resulting from or attributable to the consummation of the Transactions, (b) notice requirements under Section 6.1(d) or Section 6.l(e) of the Credit Agreement with respect to the Transactions or (c) notice requirements under Section 2.5(a) of the Credit Agreement with respect to the payment of the Temporary Paydown Obligation; provided, that except as provided herein, the execution and delivery by Agent and Lenders of this Amendment shall not operate as a waiver of any other right, power or remedy of Agent or Lenders.

7. Certification by Borrowers . Borrowers hereby certify to Agent and the Lenders that, as of the date of, and after giving effect to, this Amendment: (a) all of Borrowers’ representations and warranties contained in the Credit Agreement are true, accurate and complete

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in all material respects, (b) Borrowers have performed and complied with all agreements and conditions required to be performed or complied with by them under the Credit Agreement and/or any Loan Document on or prior to this date, and (c) no Default or Event of Default has occurred and is continuing under the Credit Agreement.

8. Continuation of the Credit Agreement . Except as specified in this Amendment, the provisions of the Credit Agreement shall remain in full force and effect, and if there is a conflict between the terms of this Amendment and those of the Credit Agreement or any other document executed and delivered in connection therewith, the terms of this Amendment shall control.

9. Miscellaneous . This Amendment shall be governed by and construed under the laws of the State of Colorado and shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

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EXECUTED as of the date first above written.

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Exhibit 10.4

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “ Agreement ”) dated April 25, 2008 between Intrepid Potash Inc., a Delaware corporation, having its principal executive offices in Denver, Colorado, (the “ Company ”) and Robert P. Jornayvaz III (“ Executive ”).

RECITALS

A. Executive is the principal executive of Intrepid Mining LLC (“ Intrepid Mining ”), a Delaware limited liability company that owns and operates potash mining and processing facilities in Utah and New Mexico and that produces and markets potash related products and by-products.

B. On December 20, 2007, the Company filed a registration statement on Form S-1 with respect to the initial sale of shares of its common stock to the public (the “ IPO ”).

C. Shortly prior to the closing of the IPO, Intrepid Mining will contribute its assets to the Company and the Company will thereafter conduct the business formerly conducted by Intrepid Mining and employ those individuals formerly employed by Intrepid Mining (the “ Formation Transaction ”).

D. In connection with the IPO, the Company and Executive wish to enter into an employment agreement to memorialize the terms and conditions of Executive’s employment as Chief Executive Officer of the Company on and after the IPO.

AGREEMENT

In consideration of the mutual promises and agreements set forth below, the Company and Executive agree as follows:

1. TERM OF EMPLOYMENT : Subject to the terms of this Agreement, the Company agrees to employ Executive, and Executive hereby accepts such employment, effective as of the date of the Formation Transaction (the “ Effective Date ”). Executive’s employment shall be for a term of eighteen months, subject to earlier termination as provided in paragraph 4, herein (the “ Term ”); provided, however, that the Term will automatically be extended by twelve months on the last day of the initial eighteen month term and on each anniversary of such date thereafter, unless one party to this Agreement provides written notice of non-renewal to the other party at least 90 days prior to the effective date of such automatic extension.

2. POSITION AND DUTIES :

a. Position : Executive shall serve as Chief Executive Officer of the Company and shall have the same duties, responsibilities, and authority as he had in his capacity as the principal executive of Intrepid Mining immediately prior to the IPO, along with such other duties, responsibilities and authority as the Company’s Board of Directors (the “ Board ”) may establish. Executive shall report directly to the Board and shall perform his duties and responsibilities primarily at the Company’s offices in Denver, Colorado.

b. Commitment of Executive : Executive shall devote substantially his full business time, energy, and ability to the business of the Company and its subsidiaries; provided, however, that Executive shall be entitled to remain actively involved in the management and operation of Intrepid Oil and Gas, LLC and the other investment entities owned in whole or in part by Executive as of the Effective Date, to the extent such activities do not interfere materially with the performance of Executive’s duties and responsibilities hereunder. Except as may otherwise be permitted by this Agreement or with the prior express authorization of the Board, Executive shall not render business or professional services to any other person or firm, whether for compensation or otherwise.

c. Other Positions and Services : Executive may, if such activities do not interfere materially with the performance of Executive’s duties and responsibilities hereunder, (i) continue to serve as a director or trustee of the other for-profit corporations or businesses for which he is serving as a director or trustee on the Effective Date, (ii) with the prior approval of the Board, serve as a director or trustee of other for profit corporations or businesses, provided, that if the Board later determine that it no longer approves of the directorship, it shall notify Executive in writing and Executive shall resign such directorship within a reasonable period of time, (iii) serve on civic or charitable boards or committees, and (iv) deliver lectures, fulfill speaking engagements, or teach at educational institutions (and retain any fees therefrom).

d. Investments : Executive may invest in other businesses (an “ Investment ”); provided , that the Investment shall not (i) pose a conflict of interest with regard to Executive’s employment hereunder, (ii) require Executive’s active involvement in the management or operation of such Investment (recognizing that Executive shall be permitted to monitor and oversee the Investment), except as permitted in 2(b), above, or (iii) interfere materially with the performance of Executive’s duties and obligations hereunder. For the purposes of clause (i) of the preceding sentence, Executive shall not be deemed to be subject to a conflict of interest merely by reason of (i) his ownership of Intrepid Oil and Gas, LLC and the other investment entities owned in whole or in part by Executive as of the Effective Date, or (ii) his ownership of less than five percent (5%) of (A) the outstanding stock of any entity whose stock is traded on an established stock exchange or on the

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National Association of Securities Dealers Automated Quotation System, or (B) the outstanding equity interests of any venture fund, investment pool or similar investment vehicle that solicits investments on a “blind pool” basis.

e. No Conflict : Executive represents and warrants that the execution of this Agreement and performance of his duties hereunder will not conflict with or constitute a default under any contract or legal obligation he owes to any third party.

3. COMPENSATION AND BENEFITS : The Company shall compensate Executive for his services as set forth in this paragraph 3 with the objective of compensating the Executive at levels consistent with similarly situated executives at peer companies; provided that the Company may change from time to time the terms and benefits of any retirement, welfare or fringe benefit plan of the Company, including the right to change any service provider, so long as such change applies generally to the senior executives of the Company.

a. Salary : The Company shall pay Executive a base salary of $487,500 per annum (the “ Base Salary ”) in periodic installments in accordance with the Company’s payroll practices. Amounts payable shall be reduced by standard withholding and other authorized deductions. The Compensation Committee of the Board (the “ Compensation Committee ”) will review Executive’s salary at least annually and may increase (but not decrease) the Base Salary. Executive’s salary as so adjusted shall thereafter be treated as Executive’s Base Salary hereunder.

b. Cash Bonus / Short-Term Incentives : Executive shall be eligible to receive annual bonuses/short-term cash incentives in accordance with the Company’s annual cash bonus/short-term incentive program(s) for senior management, as such program(s) may be modified from time to time.

c. Equity Compensation .

(i) General . On or around the completion of the IPO, the Company will adopt an equity incentive plan for the benefit of its eligible service providers (the “ 2008 Equity Plan ”). Executive shall be entitled to participate in the 2008 Equity Incentive Plan and any subsequent equity compensation programs sponsored by the Company or its subsidiaries (the “ Equity Plans ”) on such terms as shall be established by the Compensation Committee in its sole discretion.

(ii) Change of Control . All grants made under the Equity Incentive Plans shall vest in full immediately prior to the occurrence of a Change of Control. For purposes of this Agreement, a Change of Control means: (A) the acquisition by any individual, entity, or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined

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voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, other than any acquisition (1) directly from, or by, the Company, (2) by a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, or (3) by Robert P. Jornayvaz III, Hugh E. Harvey Jr. or J. Landis Martin (collectively the “ Principals ”), or by any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that is controlled by one or more of the Principals; (B) the individual directors of the Board as of the Effective Date (the “ Incumbent Directors ”) cease to constitute at least two-thirds of the Board; provided, however, that for purposes of this paragraph, any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered an Incumbent Director; (C) consummation, in one transaction or a series or related transactions, of a reorganization, merger, or consolidation of the Company or sale or other disposition, direct or indirect, of all or substantially all of the assets of the Company (a “ Business Combination ”), in each case, unless, following such Business Combination, the Persons who were the “beneficial owners” of outstanding voting securities of the Company immediately prior to such Business Combination “beneficially own,” by reason of such ownership of the Company’s voting securities immediately before the Business Combination, more than 50% of the combined voting power of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such Business Combination; or (D) approval by those Persons holding the voting securities of the Company of a complete liquidation or dissolution of the Company. A Person will not be deemed to be a member of a “group” for purposes of this definition solely by virtue of becoming party to an agreement with one or more Principals that requires such Person to vote the voting stock of the Company in a manner specified by the Principals.

d. Retirement Plans : Executive shall be entitled to participate in all retirement plans applicable generally to other senior executives of the Company, in accordance with the terms of such plans, as they may be amended from time to time.

e. Welfare Benefit Plans : Executive and his family shall be eligible to participate in and receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other senior executives of the Company (collectively, as amended from time to time, the “ Company Plans ”), in accordance with the terms of the Company Plans.

f. Vacation and Sick Leave : Executive shall be entitled to vacation, sick leave, and paid time off in accordance with the plans, policies, and programs in effect generally with respect to other senior executives of the Company, including the limitations, if any, on the carry-over of accrued but unused time.

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g. Expenses : The Company shall reimburse Executive for reasonable expenses for cellular telephone usage, entertainment, travel, meals, lodging, and similar items incurred in the conduct of the Company’s business. Such expenses shall be reimbursed in accordance with the Company’s expense reimbursement policies and guidelines.

h. Fringe Benefits and Perquisites . Executive and his family shall be eligible for all other fringe benefits or perquisites offered generally to senior executives of the Company and their families. In addition, Executive shall be entitled to (i) use of a company-provided automobile of his choice valued at no more than $75,000, (ii) personal use of the Company aircraft to the extent such use does not interfere with the Company’s use of the aircraft for business purposes, and (iii) the right to use the company aircraft (either directly or through one or more entities controlled, directly or indirectly, by Executive) under a time-sharing arrangement pursuant to which Executive will reimburse the Company for the cost of such use up to limits imposed by Federal Aviation Administration regulations.

i. Officers and Directors Liability Insurance; Indemnification : During Executive’s employment with the Company and thereafter so long as Executive may have liability arising out of Executive’s service as an officer or director of the Company or any subsidiary, the Company will continue and maintain directors and officers liability insurance (“ D&O Insurance ”) covering Executive in an amount and scope that is at least as favorable as the coverage applicable to the officers and employees of Intrepid Mining as of the date hereof; provided, however, that if such a policy cannot be procured for a premium equal to or less than the premium paid for the year in which the Effective Date occurs, the Company shall procure an insurance policy with the greatest coverage and scope procurable for such premium.

4. TERMINATION : This Agreement may be terminated by the Company or Executive prior to the expiration of the Term pursuant to this paragraph 4.

a. Cause : The Company may terminate this Agreement for “Cause” immediately upon written notice to Executive. For purposes of this Agreement, “ Cause ” shall mean any one or more of the following events:

(i) conviction of (or pleading nolo contendere to) a felony;

(ii) engaging in theft, fraud, embezzlement, or willful misappropriation of the property of the Company;

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(iii) violation of any Company policy or practice regarding discrimination or harassment that would be grounds for termination of a Company employee in general;

(iv) Executive’s willful failure to perform substantially Executive’s material duties as contemplated by paragraph 2 above (other than such failure resulting from incapacity due to physical or mental illness), which, for avoidance of doubt, shall include Executive’s insubordination to the Board, after (i) a written demand for corrected performance is delivered to Executive by the Board that identifies specifically the manner in which the Board believes Executive has not performed substantially Executive’s material duties, and (ii) Executive fails to cure the matters identified in the written demand within 30 days. No act or failure to by Executive shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company.

b. Death or Disability : If Executive has a Disability (as defined below), the Company may give to Executive written notice of its intention to terminate this Agreement. In such event, this Agreement shall terminate effective on the 30th day after receipt of such notice by Executive, provided that Executive shall not have returned to full-time performance of Executive’s material duties within the 30-day period after such receipt. For purposes of this Agreement, “ Disability ” shall mean any physical or mental condition which prevents Executive, for a period of 90 consecutive days, from performing and carrying out Executive’s material duties and responsibilities with the Company, as determined by the Board. This Agreement shall terminate automatically upon Executive’s death.

c. Other than Death or Disability or Cause : The Company may terminate this Agreement upon thirty (30) days written notice to Executive at any time and for any reason.

d. Termination by Executive : Executive may terminate this Agreement upon thirty (30) days written notice to the Company at any time and for any reason.

e. Survival of Terms : Portions of this Agreement that by their terms provide or imply that they survive the end of the Term shall survive the end of the Term.

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5. OBLIGATIONS OF THE COMPANY AND EXECUTIVE UPON TERMINATION :

a. Cause : If this Agreement is terminated by the Company for Cause under paragraph 4(a), the Term shall end without further obligation to Executive other than:

(i) payment of the sum of (A) any Base Salary earned but not yet paid to Executive through the date of termination, (B) any bonus earned and payable in accordance with the terms of an applicable Company bonus plan but not yet paid to Executive as of the date of termination, and (C) any other compensation earned through the date of termination but not yet paid to Executive (“ Accrued Obligations ”),

(ii) the payments and benefits provided in paragraph 5(g).

b. Death or Disability : If this Agreement is terminated by reason of Executive’s death or Disability under paragraph 4(b), the Company shall provide to Executive or Executive’s legal representatives: (i) payment of the Accrued Obligations, and (ii) the payments and benefits provided in paragraph 5(g).

c. Other than Death or Disability or Cause : If the Company terminates this Agreement for any reason other than pursuant to paragraph 4(a) or 4(b), Executive shall be entitled to:

(i) payment of the Accrued Obligations,

(ii) the payments and benefits provided in paragraph 5(g),

(iii) continued payment of the Executive’s then-current salary for the remainder of the Term in accordance with the Company’s normal payroll processes, except as otherwise required by paragraph 5(i), below.

The Company shall be obligated to make the foregoing payments upon receipt by the Company of a release (the “ Release ”) given by Executive (or, if applicable, Executive’s legal representative) of all claims against the Company and its subsidiaries, and their respective directors, agents, employees, and assigns, in a form provided by the Company, which release shall, if applicable, give Executive appropriate notifications under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act. The Release shall not affect the rights of Executive or his dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”).

d. Voluntary Termination by Executive : If this Agreement is terminated by Executive pursuant to paragraph 4(d) without “Good Reason,” as defined below, the Company shall provide to Executive: (i) payment of the Accrued Obligations, and (ii) the payments and benefits provided in paragraph 5(g):

e. Termination by Executive for Good Reason :

(i) In General . If this Agreement is terminated by Executive pursuant to paragraph 4(d) for Good Reason, as defined below, Executive shall, upon signing a Release, be entitled to the payments, benefits and other compensation provided above in paragraph 5(c).

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(ii) “ Good Reason ”. For purposes of this Agreement, Executive’s termination of this Agreement shall be on account of “ Good Reason ” if Executive resigns as a result of any of the following events or conditions which remain in effect for at least thirty (30) days after notice has been provided by Executive to the Company of the existence of such event or condition: (A) a reduction in Executive’s Base Salary, provided reductions are not made on a substantially similar basis to all members of the Company’s senior management; (B) a material diminution in Executive’s responsibility or authority; (C) a change of more than 50 miles in the location at which Executive primarily performs his services; or (D) any other material failure by the Company to comply with any material term of this Agreement. It is the intent of the Company that “Good Reason,” as herein defined, shall meet the definition of “involuntary separation” set forth in Treasury Regulation Section 1.409A-1(n), and this Agreement shall be interpreted accordingly.

f. Expiration of the Term . In the event this Agreement is terminated as a result of the non-renewal and subsequent expiration of the Term, the Company shall provide to Executive: (i) payment of the Accrued Obligations, and (ii) the payments and benefits provided in paragraph 5(g).

g. Exclusive Remedy : Except for the payments and benefits provided in this paragraph 5, upon termination Executive shall have no other claims against, and shall be entitled to no other payments or benefits from the Company under this Agreement or pursuant to the Company’s policies and plans, other than (A) Executive’s rights under COBRA, (B) payment of any amounts due as of the date of termination pursuant to the terms of any equity-based plan of the Company or any welfare or retirement plan of the Company or of any other amounts or benefits under such plans which by their specific terms extend beyond such date of termination, and (C) rights with respect to D&O Insurance. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as specifically provided otherwise herein, such amounts shall not be reduced whether or not Executive obtains other employment.

h. Resignations : On and as of the date this Agreement terminates for any reason, Executive shall resign from his position as an officer and director of the Company, resign from all other positions he holds as a director, officer or employee of any subsidiary of the Company, and resign as a named fiduciary of any employee benefit plans sponsored by the Company or its subsidiaries.

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i. 409A Payment and Ordering Rules . Payments under this paragraph 5 are intended to qualify to the maximum extent possible as “short-term deferrals” exempt from the application of Code Section 409A. Any payments that do not so qualify are intended to qualify for the Code Section 409A exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) (which exempts from Code Section 409A certain payments made upon an “involuntary separation from service”). To the extent that payments made pursuant to this paragraph 5 are made upon an “involuntary separation from service” but exceed the exemption threshold set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), the exemption will first be applied to any continued health and welfare benefits payable under this paragraph 5 (to the extent such benefits are subject to Code Section 409A and are payable within six (6) months from the Executive’s “separation from service,” as defined for purposes of Code Section 409A (the “ Delayed Payment Date ”)) and thereafter to the cash payments that are payable closest in time to the date of termination, until the exemption has been applied in full. Any payments under this paragraph 5 that are not exempted from Code Section 409A and that are payable prior to the Delayed Payment Date shall be withheld by the Company and paid to Executive on the Delayed Payment Date or as soon thereafter as is administratively feasible. For purposes of this paragraph, any payment to be made in installments shall be deemed a series of separate payments pursuant to Treasury Regulation Section 1.409A-2(b)(2)(iii). Nothing in this paragraph shall prohibit the Company and Executive from making use of any other Code Section 409A exemption that may be applicable to a payment or benefit hereunder.

6. 280G Provisions .

a. Determination; Efficient Gross-Up : If it is determined that any payment or benefit provided to or for the benefit of Executive (a “ Payment ”), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would be subject to the excise tax imposed by Code section 4999 or any interest or penalties with respect to such excise tax (such excise tax together with any such interest and penalties, shall be referred to as the “ Excise Tax ”), then a calculation shall first be made under which such payments or benefits provided to Executive are reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax (the “4999 Limit”). The Company shall then compare (a) Executive’s Net After-Tax Benefit (as defined below) assuming application of the 4999 Limit with (b) Executive’s Net After-Tax Benefit without application of the 4999 Limit. “Net After-Tax Benefit” shall mean the sum of (i) all payments that Executive receives or is entitled to receive that are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 280G(b)(2), less (ii) the amount of federal, state, local, employment, and Excise Tax (if any) imposed with respect to such payments. In the event (a) is greater than (b), Executive shall receive Payments solely up to the 4999 Limit and Executive shall choose which payments shall be reduced and the amount of the reduction of each payment. In the event (b) is greater than (a), then Executive shall be entitled to receive all such Payments along with an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Executive of all taxes (including any

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interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

b. Calculations : All determinations required under this paragraph 6, including the determination of whether a Payment is subject to the Excise Tax or the amount of any required Gross-Up Payment, shall be made by tax counsel, a nationally recognized certified public accounting firm not serving as auditor for the Company, or another tax professional with experience in such calculations, as selected by the Company and reasonably acceptable to Executive (the “ Tax Professional ”). The Tax Professional shall provide detailed supporting calculations for its determinations both to the Company and Executive within fifteen days of receipt of any Payment, or such sooner period as may be requested by the Company. All costs relating to the Tax Professional shall be borne exclusively by the Company. Subject to paragraph 6(d), below, any determination by the Tax Professional shall be binding upon the Company and Executive.

c. Payment of Gross-Up : Any Gross-Up Payment, as determined pursuant to this paragraph 6, shall be paid by the Company to Executive within five business days of the receipt of the Tax Professional’s determination, but in no event later than the end of Executive’s taxable year next following the taxable year in which the original Excise Tax on the Payments is remitted to the Internal Revenue Service. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Tax Professional hereunder, it is possible that a Gross-Up Payment which will not have been made by the Company should have been made (“ Underpayment ”). In the event that the Company exhausts its remedies pursuant to paragraph 6(d) and Executive thereafter is required to make a payment of any Excise Tax, the Tax Professional shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but in no event shall such payment be made later than the end of Executive’s tax year following the tax year in which the Excise Tax is remitted to the Internal Revenue Service.

d. Tax Controversy : Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

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(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

e. Refunds; Etc.: If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(d), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 6(d)) promptly pay to the

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Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(d), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Underpayment required to be paid.

7. CONFIDENTIAL INFORMATION; NON-COMPETITION, NON-SOLICITATION :

a. Confidential Information : Except as expressly authorized by the Board, during the Term or at any time thereafter, Executive shall not divulge, furnish, make accessible to anyone, lay claim to, attempt to lay claim to or use, or attempt to use, in any way (other than in the ordinary course of the business of the Company) any confidential or secret knowledge or information of Intrepid Mining or of the Company or its subsidiaries (collectively the “ Intrepid Parties ”) that Executive has acquired or become acquainted with or will acquire or become acquainted with during the period of Executive’s employment by Intrepid Mining and by the Company, whether developed by himself or by others, concerning any pricing information, trade secrets, confidential or business plans or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Intrepid Parties, any customer or dealer lists of the Intrepid Parties, any confidential or secret development of the Intrepid Parties, or any other confidential information or secret aspects of the business of the Intrepid Parties (collectively, “ Confidential Information ”). Executive acknowledges that the Confidential Information constitutes a unique and valuable asset of the Intrepid Parties and represents a substantial investment of time and expense by the Intrepid Parties, and that any disclosure or other use of the Confidential Information other than for the sole benefit of the Intrepid Parties would be wrongful and would cause irreparable harm to the Intrepid Parties. Both during and after the Term, Executive shall refrain from any acts or omissions that would reduce the value of the Confidential Information. The foregoing obligations of confidentiality shall not apply to any knowledge or information (i) that is now published or that subsequently becomes generally publicly known in the form in which it was obtained from the Intrepid Parties, other than as a direct or indirect result of the breach of this Agreement by Executive; or (ii) is lawfully obtained by Executive from a third party, provided that Executive did not have actual knowledge that such third party was restricted or prohibited from disclosing such information to Executive. At the time of the termination of Executive’s employment, or at such other time as the Company may request, Executive shall return all memoranda, notes, plans, records, computer tapes and software and other documents and data (and copies thereof) relating to Confidential Information that Executive may then possess or have under his or her control.

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b. Non-competition; Non-solicitation : In his capacity as an employee, Executive has met with and will continue to meet with the Intrepid Parties’ current or prospective customers, suppliers, partners, licensees or other business relations (collectively, “ Business Relations ”) on behalf of the Intrepid Parties, and, as a consequence of using or associating himself with the Intrepid Parties’ name, goodwill, and professional reputation, Executive has been placed in a position where he can develop personal and professional relationships with the Intrepid Parties’ current and prospective customers. In addition, during the course and as a result of Executive’s employment, Executive has been or may be provided certain specialized training or know-how. Executive acknowledges that this goodwill and reputation, as well as Executive’s knowledge of Confidential Information and specialized training and know-how, could be used unfairly in competition against the Intrepid Parties. Accordingly, in consideration of the employment of Executive by the Company pursuant to this Agreement, Executive agrees that:

(i) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), Executive shall not directly or indirectly, individually or collectively in conjunction with others, engage in activities that compete with the businesses that the Intrepid Parties are then engaged in (or, with respect to periods on and after the end of the Term, are engaged in at the time of the termination of Executive’s employment) in whatever geographic regions the Intrepid Parties then engage in such businesses; or

(ii) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), Executive shall not directly or indirectly through another entity or person (i) induce or attempt to induce any employee of the Intrepid Parties to leave the employ of the Intrepid Parties, (ii) hire any person who was employed by the Intrepid Parties at any time during the one-year period immediately preceding the termination of Executive’s employment with the Intrepid Parties, or (iii) induce or attempt to induce any current or prospective Business Relation of the Intrepid Parties (including, without limitation, any business entity that the Intrepid Parties have contacted in order to make a proposal to enter into a business relationship) to withdraw, curtail or cease doing business with the Intrepid Parties.

For purposes of this Agreement, the “ Non-Competition/Non-Solicitation End Date ” shall mean the date that is 24 months from the date this Agreement is terminated or expires; provided, however, that in the event this Agreement is terminated more than 24 months after the Effective Date by the Company other than pursuant to paragraphs 4(a) or 4(b), or by Executive for Good Reason pursuant to paragraph 4(d), the Non-Competition/Non-Solicitation End Date shall mean the date on which the then-remaining Term would have otherwise expired (assuming no further extension thereof).

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Executive acknowledges that as an executive of a publicly traded company he falls within the exception to C.R.S 8-2-113(2)(d), which exempts executive and management personnel and officers from the prohibitions of non-compete provisions. Executive agrees that, during the period for which Executive has continuing obligations under this paragraph 7(b), he shall inform any new employer or other person or entity with whom Executive enters into a business relationship, before accepting employment or entering into such business relationship, of the existence of this Agreement and shall give the employer, person or other entity a copy of this paragraph 7(b).

c. Third-Party Beneficiaries : The provisions of this paragraph 7 may be enforced by any of the Intrepid Parties, and the protections afforded herein shall inure to each such Intrepid Party as an intended third-party beneficiary.

d. Severability : To the extent that any provision of this paragraph shall be determined to be invalid or unenforceable, the invalid or unenforceable portion of such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this paragraph shall be unaffected. In furtherance of and not in limitation of the foregoing, should the duration of or geographical extent of, or business activities covered by, the noncompetition and non-solicitation agreements contained in paragraph 7(b) be determined to be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent, or those activities which may validly or enforceably be covered. Executive acknowledges the uncertainty of the law in this respect and expressly stipulates that this paragraph shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

e. Injunctive Relief : Executive agrees that it would be difficult to compensate the Intrepid Parties fully for damages for any violation of the provisions of this paragraph 7. Accordingly, Executive specifically agrees that the Intrepid Parties shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this paragraph and that such relief may be granted without the necessity of proving actual damages. This provision with respect to injunctive relief shall not, however, diminish the right of the Intrepid Parties to claim and recover damages in addition to injunctive relief.

8. SUCCESSORS : This Agreement shall inure to the benefit of and be binding upon the Company and its successors and permitted assigns and any such successor or permitted assignee shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” and “assignee” shall be limited to any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, reorganization, or otherwise, directly or indirectly acquires the stock of the Company or to which the Company

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assigns this Agreement by operation of law or otherwise in connection with any sale of all or substantially all of the assets of the Company, provided that any successor or permitted assignee promptly assumes in a writing delivered to Executive this Agreement and, in no event, shall any such succession or assignment release the Company from its obligations thereunder. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. DISPUTE RESOLUTION : To the extent permitted by applicable law, and except as provided below, any dispute arising out of this Agreement shall be submitted to binding arbitration in Denver, Colorado pursuant to the rules of the American Arbitration Association. In the event any dispute arising out of this Agreement may not be arbitrated under applicable law (which, for purposes of this Agreement, shall be deemed to include actions for temporary injunctive relief to enforce the provisions of paragraph 7 hereof), litigation concerning such dispute shall be brought and maintained only in the District Court for the City and County of Denver, Colorado, the County Court for the City and County of Denver, Colorado, or the U.S. District Court for the District of Colorado. The prevailing party in any arbitration or litigation concerning this Agreement shall recover, in addition to any damages or other relief awarded to that party, the prevailing party’s reasonable costs and attorneys fees.

10. GOVERNING LAW : The provisions of this Agreement shall be construed in accordance with, and governed by, the laws of the State of Colorado without regard to principles of conflict of laws.

11. SAVINGS CLAUSE : If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

12. MODIFICATION, WAIVER : Except as provided in paragraph 19, below, no provision of this Agreement may be amended, modified, or waived except by written agreement signed by the party sought to be charged with such amendment, modification, or waiver.

13. ASSIGNMENT OF AGREEMENT : Executive acknowledges that Executive’s services are unique and personal. Accordingly, Executive may not assign Executive’s rights or delegate Executive’s duties or obligations under this Agreement to any person or entity; provided , however , that payments may be made to Executive’s estate or beneficiaries as expressly set forth herein.

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14. ENTIRE AGREEMENT : This Agreement is an integrated document and constitutes and contains the complete understanding and agreement of the parties with respect to the subject matter addressed herein, and supersedes and replaces all prior negotiations and agreements, whether written or oral, concerning the subject matter hereof.

15. CONSTRUCTION : Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. The captions of this Agreement are not part of the provisions and shall have no force or effect.

16. NOTICES : Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at the addresses set forth below (or at such other addresses as shall be specified by the parties by like notice). Such notices, demands, claims, and other communications shall be deemed given:

a. in the case of delivery by overnight service with guaranteed next day delivery, such next day or the day designated for delivery;

b. in the case of certified or registered United States mail, five days after deposit in the United States mail; or

c. in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone, or otherwise; and

d. in the case of personal delivery, when received.

Communications that are to be delivered by the United States mail or by overnight service are to be delivered as set forth below:

(i) To the Company :

Intrepid Potash Inc.

Attn: Executive Vice President of Human Resources

 and Risk Management

700 17 ^th Street, Suite 1700

Denver, CO 80202

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(ii) To Executive :

To the most recent home address on file with the Company.

Each party, by written notice furnished to the other party, may modify the acceptable delivery address, except that notice of change of address shall be effective only upon receipt.

17. TAX WITHHOLDING : The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

18. REPRESENTATION : Executive represents that he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that he has read this Agreement and that he understands its terms. Executive acknowledges that, prior to assenting to the terms of this Agreement, he has been given a reasonable time to review it, to consult with counsel of Executive’s choice, and to negotiate at arm’s-length with the Company as to its contents. Executive and the Company agree that the language used in this Agreement is the language chosen by the parties to express their mutual intent, and that they have entered into this Agreement freely and voluntarily and without pressure or coercion from anyone.

19. 409A SAVINGS CLAUSE : The parties intend that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code, and the provisions of this Agreement shall be construed and administered in accordance with such intent. To the extent such potential payments or benefits could become subject to Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without Executive’s consent and in such manner as it deems appropriate or desirable, amend or modify this Agreement or delay the payment of any amounts hereunder to the minimum extent necessary to meet the requirements of Code Section 409A.

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IN WITNESS WHEREOF, the Company and Executive, intending to be legally bound, have executed this Agreement on the day and year first above written.

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Exhibit 10.5

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “ Agreement ”) dated April 25, 2008 between Intrepid Potash Inc., a Delaware corporation, having its principal executive offices in Denver, Colorado, (the “ Company ”) and Hugh E. Harvey, Jr. (“ Executive ”).

RECITALS

A. Executive is a senior executive of Intrepid Mining LLC (“ Intrepid Mining ”), a Delaware limited liability company that owns and operates potash mining and processing facilities in Utah and New Mexico and that produces and markets potash related products and by-products.

B. On December 20, 2007, the Company filed a registration statement on Form S-1 with respect to the initial sale of shares of its common stock to the public (the “ IPO ”).

C. Shortly prior to the closing of the IPO, Intrepid Mining will contribute its assets to the Company and the Company will thereafter conduct the business formerly conducted by Intrepid Mining and employ those individuals formerly employed by Intrepid Mining (the “ Formation Transaction ”).

D. In connection with the IPO, the Company and Executive wish to enter into an employment agreement to memorialize the terms and conditions of Executive’s employment as Executive Vice President of Technology of the Company on and after the IPO.

AGREEMENT

In consideration of the mutual promises and agreements set forth below, the Company and Executive agree as follows:

1. TERM OF EMPLOYMENT : Subject to the terms of this Agreement, the Company agrees to employ Executive, and Executive hereby accepts such employment, effective as of the date of the Formation Transaction (the “ Effective Date ”). Executive’s employment shall be for a term of eighteen months, subject to earlier termination as provided in paragraph 4, herein (the “ Term ”); provided, however, that the Term will automatically be extended by twelve months on the last day of the initial eighteen month term and on each anniversary of such date thereafter, unless one party to this Agreement provides written notice of non-renewal to the other party at least 90 days prior to the effective date of such automatic extension.

2. POSITION AND DUTIES :

a. Position : Executive shall serve as Executive Vice President of Technology of the Company and shall have the same duties, responsibilities, and authority as he had in his employment capacity with Intrepid Mining immediately prior to the IPO, along with such other duties, responsibilities and authority as the Company’s Board of Directors (the “ Board ”) may establish. Executive shall report directly to the Board and shall perform his duties and responsibilities primarily at the Company’s offices in Denver, Colorado.

b. Commitment of Executive : Executive shall devote substantially his full business time, energy, and ability to the business of the Company and its subsidiaries; provided, however, that Executive shall be entitled to remain actively involved in the management and operation of Intrepid Oil and Gas, LLC and the other investment entities owned in whole or in part by Executive as of the Effective Date, to the extent such activities do not interfere materially with the performance of Executive’s duties and responsibilities hereunder. Except as may otherwise be permitted by this Agreement or with the prior express authorization of the Board, Executive shall not render business or professional services to any other person or firm, whether for compensation or otherwise.

c. Other Positions and Services : Executive may, if such activities do not interfere materially with the performance of Executive’s duties and responsibilities hereunder, (i) continue to serve as a director or trustee of the other for-profit corporations or businesses for which he is serving as a director or trustee on the Effective Date, (ii) with the prior approval of the Board, serve as a director or trustee of other for profit corporations or businesses, provided, that if the Board later determine that it no longer approves of the directorship, it shall notify Executive in writing and Executive shall resign such directorship within a reasonable period of time, (iii) serve on civic or charitable boards or committees, and (iv) deliver lectures, fulfill speaking engagements, or teach at educational institutions (and retain any fees therefrom).

d. Investments : Executive may invest in other businesses (an “ Investment ”); provided , that the Investment shall not (i) pose a conflict of interest with regard to Executive’s employment hereunder, (ii) require Executive’s active involvement in the management or operation of such Investment (recognizing that Executive shall be permitted to monitor and oversee the Investment), except as permitted in 2(b), above, or (iii) interfere materially with the performance of Executive’s duties and obligations hereunder. For the purposes of clause (i) of the preceding sentence, Executive shall not be deemed to be subject to a conflict of interest merely by reason of (i) his ownership of Intrepid Oil and Gas, LLC and the other investment entities owned in whole or in part by Executive as of the Effective Date, or (ii) his ownership of less than five percent (5%) of (A) the outstanding stock of any entity whose stock is traded on an established stock exchange or on the

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National Association of Securities Dealers Automated Quotation System, or (B) the outstanding equity interests of any venture fund, investment pool or similar investment vehicle that solicits investments on a “blind pool” basis.

e. No Conflict : Executive represents and warrants that the execution of this Agreement and performance of his duties hereunder will not conflict with or constitute a default under any contract or legal obligation he owes to any third party.

3. COMPENSATION AND BENEFITS : The Company shall compensate Executive for his services as set forth in this paragraph 3 with the objective of compensating the Executive at levels consistent with similarly situated executives at peer companies; provided that the Company may change from time to time the terms and benefits of any retirement, welfare or fringe benefit plan of the Company, including the right to change any service provider, so long as such change applies generally to the senior executives of the Company.

a. Salary : The Company shall pay Executive a base salary of $487,500 per annum (the “ Base Salary ”) in periodic installments in accordance with the Company’s payroll practices. Amounts payable shall be reduced by standard withholding and other authorized deductions. The Compensation Committee of the Board (the “ Compensation Committee ”) will review Executive’s salary at least annually and may increase (but not decrease) the Base Salary. Executive’s salary as so adjusted shall thereafter be treated as Executive’s Base Salary hereunder.

b. Cash Bonus / Short-Term Incentives : Executive shall be eligible to receive annual bonuses/short-term cash incentives in accordance with the Company’s annual cash bonus/short-term incentive program(s) for senior management, as such program(s) may be modified from time to time.

c. Equity Compensation .

(i) General . On or around the completion of the IPO, the Company will adopt an equity incentive plan for the benefit of its eligible service providers (the “ 2008 Equity Plan ”). Executive shall be entitled to participate in the 2008 Equity Incentive Plan and any subsequent equity compensation programs sponsored by the Company or its subsidiaries (the “ Equity Plans ”) on such terms as shall be established by the Compensation Committee in its sole discretion.

(ii) Change of Control . All grants made under the Equity Incentive Plans shall vest in full immediately prior to the occurrence of a Change of Control. For purposes of this Agreement, a Change of Control means: (A) the acquisition by any individual, entity, or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined

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voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, other than any acquisition (1) directly from, or by, the Company, (2) by a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, or (3) by Robert P. Jornayvaz III, Hugh E. Harvey Jr. or J. Landis Martin (collectively the “ Principals ”), or by any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that is controlled by one or more of the Principals; (B) the individual directors of the Board as of the Effective Date (the “ Incumbent Directors ”) cease to constitute at least two-thirds of the Board; provided, however, that for purposes of this paragraph, any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered an Incumbent Director; (C) consummation, in one transaction or a series or related transactions, of a reorganization, merger, or consolidation of the Company or sale or other disposition, direct or indirect, of all or substantially all of the assets of the Company (a “ Business Combination ”), in each case, unless, following such Business Combination, the Persons who were the “beneficial owners” of outstanding voting securities of the Company immediately prior to such Business Combination “beneficially own,” by reason of such ownership of the Company’s voting securities immediately before the Business Combination, more than 50% of the combined voting power of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such Business Combination; or (D) approval by those Persons holding the voting securities of the Company of a complete liquidation or dissolution of the Company. A Person will not be deemed to be a member of a “group” for purposes of this definition solely by virtue of becoming party to an agreement with one or more Principals that requires such Person to vote the voting stock of the Company in a manner specified by the Principals.

d. Retirement Plans : Executive shall be entitled to participate in all retirement plans applicable generally to other senior executives of the Company, in accordance with the terms of such plans, as they may be amended from time to time.

e. Welfare Benefit Plans : Executive and his family shall be eligible to participate in and receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other senior executives of the Company (collectively, as amended from time to time, the “ Company Plans ”), in accordance with the terms of the Company Plans.

f. Vacation and Sick Leave : Executive shall be entitled to vacation, sick leave, and paid time off in accordance with the plans, policies, and programs in effect generally with respect to other senior executives of the Company, including the limitations, if any, on the carry-over of accrued but unused time.

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g. Expenses : The Company shall reimburse Executive for reasonable expenses for cellular telephone usage, entertainment, travel, meals, lodging, and similar items incurred in the conduct of the Company’s business. Such expenses shall be reimbursed in accordance with the Company’s expense reimbursement policies and guidelines.

h. Fringe Benefits and Perquisites . Executive and his family shall be eligible for all other fringe benefits or perquisites offered generally to senior executives of the Company and their families. In addition, Executive shall be entitled to (i) use of a company-provided automobile of his choice valued at no more than $75,000, (ii) personal use of the Company aircraft to the extent such use does not interfere with the Company’s use of the aircraft for business purposes, and (iii) the right to use the company aircraft (either directly or through one or more entities controlled, directly or indirectly, by Executive) under a time-sharing arrangement pursuant to which Executive will reimburse the Company for the cost of such use up to limits imposed by Federal Aviation Administration regulations.

i. Officers and Directors Liability Insurance; Indemnification : During Executive’s employment with the Company and thereafter so long as Executive may have liability arising out of Executive’s service as an officer or director of the Company or any subsidiary, the Company will continue and maintain directors and officers liability insurance (“ D&O Insurance ”) covering Executive in an amount and scope that is at least as favorable as the coverage applicable to the officers and employees of Intrepid Mining as of the date hereof; provided, however, that if such a policy cannot be procured for a premium equal to or less than the premium paid for the year in which the Effective Date occurs, the Company shall procure an insurance policy with the greatest coverage and scope procurable for such premium.

4. TERMINATION : This Agreement may be terminated by the Company or Executive prior to the expiration of the Term pursuant to this paragraph 4.

a. Cause : The Company may terminate this Agreement for “Cause” immediately upon written notice to Executive. For purposes of this Agreement, “ Cause ” shall mean any one or more of the following events:

(i) conviction of (or pleading nolo contendere to) a felony;

(ii) engaging in theft, fraud, embezzlement, or willful misappropriation of the property of the Company;

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(iii) violation of any Company policy or practice regarding discrimination or harassment that would be grounds for termination of a Company employee in general;

(iv) Executive’s willful failure to perform substantially Executive’s material duties as contemplated by paragraph 2 above (other than such failure resulting from incapacity due to physical or mental illness), which, for avoidance of doubt, shall include Executive’s insubordination to the Board, after (i) a written demand for corrected performance is delivered to Executive by the Board that identifies specifically the manner in which the Board believes Executive has not performed substantially Executive’s material duties, and (ii) Executive fails to cure the matters identified in the written demand within 30 days. No act or failure to by Executive shall be deemed “willful” if done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company.

b. Death or Disability : If Executive has a Disability (as defined below), the Company may give to Executive written notice of its intention to terminate this Agreement. In such event, this Agreement shall terminate effective on the 30th day after receipt of such notice by Executive, provided that Executive shall not have returned to full-time performance of Executive’s material duties within the 30-day period after such receipt. For purposes of this Agreement, “ Disability ” shall mean any physical or mental condition which prevents Executive, for a period of 90 consecutive days, from performing and carrying out Executive’s material duties and responsibilities with the Company, as determined by the Board. This Agreement shall terminate automatically upon Executive’s death.

c. Other than Death or Disability or Cause : The Company may terminate this Agreement upon thirty (30) days written notice to Executive at any time and for any reason.

d. Termination by Executive : Executive may terminate this Agreement upon thirty (30) days written notice to the Company at any time and for any reason.

e. Survival of Terms : Portions of this Agreement that by their terms provide or imply that they survive the end of the Term shall survive the end of the Term.

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5. OBLIGATIONS OF THE COMPANY AND EXECUTIVE UPON TERMINATION :

a. Cause : If this Agreement is terminated by the Company for Cause under paragraph 4(a), the Term shall end without further obligation to Executive other than:

(i) payment of the sum of (A) any Base Salary earned but not yet paid to Executive through the date of termination, (B) any bonus earned and payable in accordance with the terms of an applicable Company bonus plan but not yet paid to Executive as of the date of termination, and (C) any other compensation earned through the date of termination but not yet paid to Executive (“ Accrued Obligations ”),

(ii) the payments and benefits provided in paragraph 5(g).

b. Death or Disability : If this Agreement is terminated by reason of Executive’s death or Disability under paragraph 4(b), the Company shall provide to Executive or Executive’s legal representatives: (i) payment of the Accrued Obligations, and (ii) the payments and benefits provided in paragraph 5(g).

c. Other than Death or Disability or Cause : If the Company terminates this Agreement for any reason other than pursuant to paragraph 4(a) or 4(b), Executive shall be entitled to:

(i) payment of the Accrued Obligations,

(ii) the payments and benefits provided in paragraph 5(g),

(iii) continued payment of the Executive’s then-current salary for the remainder of the Term in accordance with the Company’s normal payroll processes, except as otherwise required by paragraph 5(i), below.

The Company shall be obligated to make the foregoing payments upon receipt by the Company of a release (the “ Release ”) given by Executive (or, if applicable, Executive’s legal representative) of all claims against the Company and its subsidiaries, and their respective directors, agents, employees, and assigns, in a form provided by the Company, which release shall, if applicable, give Executive appropriate notifications under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act. The Release shall not affect the rights of Executive or his dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”).

d. Voluntary Termination by Executive : If this Agreement is terminated by Executive pursuant to paragraph 4(d) without “Good Reason,” as defined below, the Company shall provide to Executive: (i) payment of the Accrued Obligations, and (ii) the payments and benefits provided in paragraph 5(g):

e. Termination by Executive for Good Reason :

(i) In General . If this Agreement is terminated by Executive pursuant to paragraph 4(d) for Good Reason, as defined below, Executive shall, upon signing a Release, be entitled to the payments, benefits and other compensation provided above in paragraph 5(c).

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(ii) “ Good Reason ”. For purposes of this Agreement, Executive’s termination of this Agreement shall be on account of “ Good Reason ” if Executive resigns as a result of any of the following events or conditions which remain in effect for at least thirty (30) days after notice has been provided by Executive to the Company of the existence of such event or condition: (A) a reduction in Executive’s Base Salary, provided reductions are not made on a substantially similar basis to all members of the Company’s senior management; (B) a material diminution in Executive’s responsibility or authority; (C) a change of more than 50 miles in the location at which Executive primarily performs his services; or (D) any other material failure by the Company to comply with any material term of this Agreement. It is the intent of the Company that “Good Reason,” as herein defined, shall meet the definition of “involuntary separation” set forth in Treasury Regulation Section 1.409A-1(n), and this Agreement shall be interpreted accordingly.

f. Expiration of the Term . In the event this Agreement is terminated as a result of the non-renewal and subsequent expiration of the Term, the Company shall provide to Executive: (i) payment of the Accrued Obligations, and (ii) the payments and benefits provided in paragraph 5(g).

g. Exclusive Remedy : Except for the payments and benefits provided in this paragraph 5, upon termination Executive shall have no other claims against, and shall be entitled to no other payments or benefits from the Company under this Agreement or pursuant to the Company’s policies and plans, other than (A) Executive’s rights under COBRA, (B) payment of any amounts due as of the date of termination pursuant to the terms of any equity-based plan of the Company or any welfare or retirement plan of the Company or of any other amounts or benefits under such plans which by their specific terms extend beyond such date of termination, and (C) rights with respect to D&O Insurance. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as specifically provided otherwise herein, such amounts shall not be reduced whether or not Executive obtains other employment.

h. Resignations : On and as of the date this Agreement terminates for any reason, Executive shall resign from his position as an officer and director of the Company, resign from all other positions he holds as a director, officer or employee of any subsidiary of the Company, and resign as a named fiduciary of any employee benefit plans sponsored by the Company or its subsidiaries.

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i. 409A Payment and Ordering Rules . Payments under this paragraph 5 are intended to qualify to the maximum extent possible as “short-term deferrals” exempt from the application of Code Section 409A. Any payments that do not so qualify are intended to qualify for the Code Section 409A exemption set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) (which exempts from Code Section 409A certain payments made upon an “involuntary separation from service”). To the extent that payments made pursuant to this paragraph 5 are made upon an “involuntary separation from service” but exceed the exemption threshold set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), the exemption will first be applied to any continued health and welfare benefits payable under this paragraph 5 (to the extent such benefits are subject to Code Section 409A and are payable within six (6) months from the Executive’s “separation from service,” as defined for purposes of Code Section 409A (the “ Delayed Payment Date ”)) and thereafter to the cash payments that are payable closest in time to the date of termination, until the exemption has been applied in full. Any payments under this paragraph 5 that are not exempted from Code Section 409A and that are payable prior to the Delayed Payment Date shall be withheld by the Company and paid to Executive on the Delayed Payment Date or as soon thereafter as is administratively feasible. For purposes of this paragraph, any payment to be made in installments shall be deemed a series of separate payments pursuant to Treasury Regulation Section 1.409A-2(b)(2)(iii). Nothing in this paragraph shall prohibit the Company and Executive from making use of any other Code Section 409A exemption that may be applicable to a payment or benefit hereunder.

6. 280G Provisions .

a. Determination; Efficient Gross-Up : If it is determined that any payment or benefit provided to or for the benefit of Executive (a “ Payment ”), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, would be subject to the excise tax imposed by Code section 4999 or any interest or penalties with respect to such excise tax (such excise tax together with any such interest and penalties, shall be referred to as the “ Excise Tax ”), then a calculation shall first be made under which such payments or benefits provided to Executive are reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax (the “4999 Limit”). The Company shall then compare (a) Executive’s Net After-Tax Benefit (as defined below) assuming application of the 4999 Limit with (b) Executive’s Net After-Tax Benefit without application of the 4999 Limit. “Net After-Tax Benefit” shall mean the sum of (i) all payments that Executive receives or is entitled to receive that are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 280G(b)(2), less (ii) the amount of federal, state, local, employment, and Excise Tax (if any) imposed with respect to such payments. In the event (a) is greater than (b), Executive shall receive Payments solely up to the 4999 Limit and Executive shall choose which payments shall be reduced and the amount of the reduction of each payment. In the event (b) is greater than (a), then Executive shall be entitled to receive all such Payments along with an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Executive of all taxes (including any

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interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

b. Calculations : All determinations required under this paragraph 6, including the determination of whether a Payment is subject to the Excise Tax or the amount of any required Gross-Up Payment, shall be made by tax counsel, a nationally recognized certified public accounting firm not serving as auditor for the Company, or another tax professional with experience in such calculations, as selected by the Company and reasonably acceptable to Executive (the “ Tax Professional ”). The Tax Professional shall provide detailed supporting calculations for its determinations both to the Company and Executive within fifteen days of receipt of any Payment, or such sooner period as may be requested by the Company. All costs relating to the Tax Professional shall be borne exclusively by the Company. Subject to paragraph 6(d), below, any determination by the Tax Professional shall be binding upon the Company and Executive.

c. Payment of Gross-Up : Any Gross-Up Payment, as determined pursuant to this paragraph 6, shall be paid by the Company to Executive within five business days of the receipt of the Tax Professional’s determination, but in no event later than the end of Executive’s taxable year next following the taxable year in which the original Excise Tax on the Payments is remitted to the Internal Revenue Service. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Tax Professional hereunder, it is possible that a Gross-Up Payment which will not have been made by the Company should have been made (“ Underpayment ”). In the event that the Company exhausts its remedies pursuant to paragraph 6(d) and Executive thereafter is required to make a payment of any Excise Tax, the Tax Professional shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, but in no event shall such payment be made later than the end of Executive’s tax year following the tax year in which the Excise Tax is remitted to the Internal Revenue Service.

d. Tax Controversy : Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

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(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph 6(d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

e. Refunds; Etc.: If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(d), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 6(d)) promptly pay to the

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Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 6(d), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Underpayment required to be paid.

7. CONFIDENTIAL INFORMATION; NON-COMPETITION, NON-SOLICITATION :

a. Confidential Information : Except as expressly authorized by the Board, during the Term or at any time thereafter, Executive shall not divulge, furnish, make accessible to anyone, lay claim to, attempt to lay claim to or use, or attempt to use, in any way (other than in the ordinary course of the business of the Company) any confidential or secret knowledge or information of Intrepid Mining or of the Company or its subsidiaries (collectively the “ Intrepid Parties ”) that Executive has acquired or become acquainted with or will acquire or become acquainted with during the period of Executive’s employment by Intrepid Mining and by the Company, whether developed by himself or by others, concerning any pricing information, trade secrets, confidential or business plans or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Intrepid Parties, any customer or dealer lists of the Intrepid Parties, any confidential or secret development of the Intrepid Parties, or any other confidential information or secret aspects of the business of the Intrepid Parties (collectively, “ Confidential Information ”). Executive acknowledges that the Confidential Information constitutes a unique and valuable asset of the Intrepid Parties and represents a substantial investment of time and expense by the Intrepid Parties, and that any disclosure or other use of the Confidential Information other than for the sole benefit of the Intrepid Parties would be wrongful and would cause irreparable harm to the Intrepid Parties. Both during and after the Term, Executive shall refrain from any acts or omissions that would reduce the value of the Confidential Information. The foregoing obligations of confidentiality shall not apply to any knowledge or information (i) that is now published or that subsequently becomes generally publicly known in the form in which it was obtained from the Intrepid Parties, other than as a direct or indirect result of the breach of this Agreement by Executive; or (ii) is lawfully obtained by Executive from a third party, provided that Executive did not have actual knowledge that such third party was restricted or prohibited from disclosing such information to Executive. At the time of the termination of Executive’s employment, or at such other time as the Company may request, Executive shall return all memoranda, notes, plans, records, computer tapes and software and other documents and data (and copies thereof) relating to Confidential Information that Executive may then possess or have under his or her control.

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b. Non-competition; Non-solicitation : In his capacity as an employee, Executive has met with and will continue to meet with the Intrepid Parties’ current or prospective customers, suppliers, partners, licensees or other business relations (collectively, “ Business Relations ”) on behalf of the Intrepid Parties, and, as a consequence of using or associating himself with the Intrepid Parties’ name, goodwill, and professional reputation, Executive has been placed in a position where he can develop personal and professional relationships with the Intrepid Parties’ current and prospective customers. In addition, during the course and as a result of Executive’s employment, Executive has been or may be provided certain specialized training or know-how. Executive acknowledges that this goodwill and reputation, as well as Executive’s knowledge of Confidential Information and specialized training and know-how, could be used unfairly in competition against the Intrepid Parties. Accordingly, in consideration of the employment of Executive by the Company pursuant to this Agreement, Executive agrees that:

(i) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), Executive shall not directly or indirectly, individually or collectively in conjunction with others, engage in activities that compete with the businesses that the Intrepid Parties are then engaged in (or, with respect to periods on and after the end of the Term, are engaged in at the time of the termination of Executive’s employment) in whatever geographic regions the Intrepid Parties then engage in such businesses; or

(ii) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), Executive shall not directly or indirectly through another entity or person (i) induce or attempt to induce any employee of the Intrepid Parties to leave the employ of the Intrepid Parties, (ii) hire any person who was employed by the Intrepid Parties at any time during the one-year period immediately preceding the termination of Executive’s employment with the Intrepid Parties, or (iii) induce or attempt to induce any current or prospective Business Relation of the Intrepid Parties (including, without limitation, any business entity that the Intrepid Parties have contacted in order to make a proposal to enter into a business relationship) to withdraw, curtail or cease doing business with the Intrepid Parties.

For purposes of this Agreement, the “ Non-Competition/Non-Solicitation End Date ” shall mean the date that is 24 months from the date this Agreement is terminated or expires; provided, however, that in the event this Agreement is terminated more than 24 months after the Effective Date by the Company other than pursuant to paragraphs 4(a) or 4(b), or by Executive for Good Reason pursuant to paragraph 4(d), the Non-Competition/Non-Solicitation End Date shall mean the date on which the then-remaining Term would have otherwise expired (assuming no further extension thereof).

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Executive acknowledges that as an executive of a publicly traded company he falls within the exception to C.R.S 8-2-113(2)(d), which exempts executive and management personnel and officers from the prohibitions of non-compete provisions. Executive agrees that, during the period for which Executive has continuing obligations under this paragraph 7(b), he shall inform any new employer or other person or entity with whom Executive enters into a business relationship, before accepting employment or entering into such business relationship, of the existence of this Agreement and shall give the employer, person or other entity a copy of this paragraph 7(b).

c. Third-Party Beneficiaries : The provisions of this paragraph 7 may be enforced by any of the Intrepid Parties, and the protections afforded herein shall inure to each such Intrepid Party as an intended third-party beneficiary.

d. Severability : To the extent that any provision of this paragraph shall be determined to be invalid or unenforceable, the invalid or unenforceable portion of such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this paragraph shall be unaffected. In furtherance of and not in limitation of the foregoing, should the duration of or geographical extent of, or business activities covered by, the noncompetition and non-solicitation agreements contained in paragraph 7(b) be determined to be in excess of that which is valid or enforceable under applicable law, then such provision shall be construed to cover only that duration, extent, or those activities which may validly or enforceably be covered. Executive acknowledges the uncertainty of the law in this respect and expressly stipulates that this paragraph shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

e. Injunctive Relief : Executive agrees that it would be difficult to compensate the Intrepid Parties fully for damages for any violation of the provisions of this paragraph 7. Accordingly, Executive specifically agrees that the Intrepid Parties shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this paragraph and that such relief may be granted without the necessity of proving actual damages. This provision with respect to injunctive relief shall not, however, diminish the right of the Intrepid Parties to claim and recover damages in addition to injunctive relief.

8. SUCCESSORS : This Agreement shall inure to the benefit of and be binding upon the Company and its successors and permitted assigns and any such successor or permitted assignee shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” and “assignee” shall be limited to any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, reorganization, or otherwise, directly or indirectly acquires the stock of the Company or to which the Company

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assigns this Agreement by operation of law or otherwise in connection with any sale of all or substantially all of the assets of the Company, provided that any successor or permitted assignee promptly assumes in a writing delivered to Executive this Agreement and, in no event, shall any such succession or assignment release the Company from its obligations thereunder. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. DISPUTE RESOLUTION : To the extent permitted by applicable law, and except as provided below, any dispute arising out of this Agreement shall be submitted to binding arbitration in Denver, Colorado pursuant to the rules of the American Arbitration Association. In the event any dispute arising out of this Agreement may not be arbitrated under applicable law (which, for purposes of this Agreement, shall be deemed to include actions for temporary injunctive relief to enforce the provisions of paragraph 7 hereof), litigation concerning such dispute shall be brought and maintained only in the District Court for the City and County of Denver, Colorado, the County Court for the City and County of Denver, Colorado, or the U.S. District Court for the District of Colorado. The prevailing party in any arbitration or litigation concerning this Agreement shall recover, in addition to any damages or other relief awarded to that party, the prevailing party’s reasonable costs and attorneys fees.

10. GOVERNING LAW : The provisions of this Agreement shall be construed in accordance with, and governed by, the laws of the State of Colorado without regard to principles of conflict of laws.

11. SAVINGS CLAUSE : If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

12. MODIFICATION, WAIVER : Except as provided in paragraph 19, below, no provision of this Agreement may be amended, modified, or waived except by written agreement signed by the party sought to be charged with such amendment, modification, or waiver.

13. ASSIGNMENT OF AGREEMENT : Executive acknowledges that Executive’s services are unique and personal. Accordingly, Executive may not assign Executive’s rights or delegate Executive’s duties or obligations under this Agreement to any person or entity; provided , however , that payments may be made to Executive’s estate or beneficiaries as expressly set forth herein.

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14. ENTIRE AGREEMENT : This Agreement is an integrated document and constitutes and contains the complete understanding and agreement of the parties with respect to the subject matter addressed herein, and supersedes and replaces all prior negotiations and agreements, whether written or oral, concerning the subject matter hereof.

15. CONSTRUCTION : Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. The captions of this Agreement are not part of the provisions and shall have no force or effect.

16. NOTICES : Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at the addresses set forth below (or at such other addresses as shall be specified by the parties by like notice). Such notices, demands, claims, and other communications shall be deemed given:

a. in the case of delivery by overnight service with guaranteed next day delivery, such next day or the day designated for delivery;

b. in the case of certified or registered United States mail, five days after deposit in the United States mail; or

c. in the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone, or otherwise; and

d. in the case of personal delivery, when received.

Communications that are to be delivered by the United States mail or by overnight service are to be delivered as set forth below:

(i) To the Company :

Intrepid Potash Inc.

Attn: Executive Vice President of Human Resources

 and Risk Management

700 17 ^th Street, Suite 1700

Denver, CO 80202

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(ii) To Executive :

To the most recent home address on file with the Company.

Each party, by written notice furnished to the other party, may modify the acceptable delivery address, except that notice of change of address shall be effective only upon receipt.

17. TAX WITHHOLDING : The Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

18. REPRESENTATION : Executive represents that he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that he has read this Agreement and that he understands its terms. Executive acknowledges that, prior to assenting to the terms of this Agreement, he has been given a reasonable time to review it, to consult with counsel of Executive’s choice, and to negotiate at arm’s-length with the Company as to its contents. Executive and the Company agree that the language used in this Agreement is the language chosen by the parties to express their mutual intent, and that they have entered into this Agreement freely and voluntarily and without pressure or coercion from anyone.

19. 409A SAVINGS CLAUSE : The parties intend that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code, and the provisions of this Agreement shall be construed and administered in accordance with such intent. To the extent such potential payments or benefits could become subject to Code Section 409A, the parties shall cooperate to amend this Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. If the parties are unable to agree on a mutually acceptable amendment, the Company may, without Executive’s consent and in such manner as it deems appropriate or desirable, amend or modify this Agreement or delay the payment of any amounts hereunder to the minimum extent necessary to meet the requirements of Code Section 409A.

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IN WITNESS WHEREOF, the Company and Executive, intending to be legally bound, have executed this Agreement on the day and year first above written.

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