Exhibit 10.2

Rules, Policies and Procedures for Equity Awards Granted to Employees

May 15, 2020

These Rules, Policies and Procedures for Equity Awards Granted to Employees (these “Rules”), on or after May 15, 2020, together with a grant notice (as applicable, the “Grant Notice”), comprise each Participant’s agreement with Compass Minerals International, Inc., a Delaware corporation (the “Company”), regarding Awards awarded under the Compass Minerals International, Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”).

ARTICLE I.

GENERAL

1.1 Incorporation of Terms of Plan. Awards are subject to the terms and conditions set forth in these Rules, the Grant Notice and the Plan, each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and these Rules, the terms of the Plan will control. Awards are subject to the Company’s Compensation Clawback Policy, dated February 2016, or any successor policy thereto (the “Clawback Policy”).

1.2 Defined Terms. Certain terms in these Rules are defined in Article IV. Capitalized terms not specifically defined in these Rules have the meanings specified in the Plan.

ARTICLE II.

VESTING, EXERCISABILITY, DIVIDEND EQUIVALENTS

2.1 Vesting of Award. Each Award will vest and, for Options, become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”).

2.2 Duration of Exercisability of Options. The Vesting Schedule is cumulative. Any portion of an Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. An Option will be forfeited immediately upon its expiration.

2.3 Person Eligible to Exercise Options. During Participant’s lifetime, only Participant may exercise the Options. After Participant’s death, any exercisable portion of the Options may, prior to the time the Options expire, be exercised by Participant’s Designated Beneficiary as provided in the Plan.

2.4 Partial Exercise of Options. Any exercisable portion of the Options or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Section 2.5 at any time prior to the time the Options or portion thereof expires, except that the Option may only be exercised for whole shares.

2.5 Exercise of Options. A Participant may exercise Options by delivering to the Company (or its authorized agent), during the period in which such Options are exercisable, (i) a notice of exercise, which may be electronic, of Participant’s intent to purchase a specific number of shares of Common Stock pursuant to the Grant Notice, and (ii) full payment of the price per share of Common Stock (“Option Price”) for such specific number of shares of Common Stock. Payment may be made by any one or more of the following means:

(a) cash, personal check or wire transfer;

(b) if approved and permitted by the Compensation Committee, shares of Common Stock, owned by Participant, with a Fair Market Value on the date of exercise equal to the Option Price, which such shares of Common Stock must be fully paid, non-assessable and free and clear from all liens and encumbrances; or

(c) if approved and permitted by the Compensation Committee, through the sale of the shares of Common Stock acquired on exercise of Options through a broker to whom Participant has submitted irrevocable instructions to deliver promptly to the Company an amount sufficient to pay for such shares of Common Stock, together with, if required by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such exercise (and a copy of such delivery instructions must also be delivered to the Company by Participant with the notice of exercise).

2.6 Expiration of Options. Except as the Compensation Committee may otherwise approve, the Options may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:

(a) The final expiration date set forth in the Grant Notice;

(b) The expiration of 90 days from the date of Participant’s Termination of Service, unless Sections 2.6 (c) or (d) apply;

(c) The expiration of one year from the date of Participant’s Termination of Service by reason of Participant’s death, Disability or Retirement;

(d) If Participant is terminated without Cause within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) following such Change of Control and prior to the Vesting End Date, the expiration of one year from the date of Participant’s Termination of Service; and

(e) Participant’s Termination of Service for Cause;

For purposes of the foregoing, if Participant’s right to exercise an Option expires during a blackout trading period and Participant is prohibited from exercising the Option during such period due to trading restrictions, Participant will have an additional 30 days following the expiration of such blackout period to exercise the Option; provided, in no event will the term of any Option be extended beyond the final expiration date set forth in the Grant Notice (or the seventh anniversary of the date of grant, if sooner).

2.7 Dividend Equivalents.

(a) Options. No Dividend Equivalents will be paid with respect to Options.

(b) Performance Stock Units. A Participant who has been granted Dividend Equivalents with respect to any Performance Stock Units will be entitled to receive ordinary cash dividends paid to holders of outstanding shares with a record date on or after the date of grant and prior to the date the applicable Performance Stock Unit is vested, paid or settled. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single share in cash (or other property being distributed) with respect to each Performance Stock Unit that is earned and payable, less applicable withholding taxes. Such Dividend Equivalents will be paid in cash (or other property being distributed) no later than 30 days following the date payment is made with respect to Participant’s Performance Stock Units.

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(c) Restricted Stock Units. A Participant who has been granted Dividend Equivalents with respect to any Restricted Stock Units will be entitled to receive ordinary cash dividends paid to holders of outstanding shares with a record date on or after the date of grant and prior to the date the applicable Restricted Stock Unit is vested, paid, settled, forfeited or otherwise expires. Each Dividend Equivalent entitles participant to receive the equivalent value of any such ordinary cash dividends paid on a single share in cash (or other property being distributed), less applicable withholding taxes, which will be paid no later than 30 days following the payment date for the respective dividend. Notwithstanding the foregoing, with respect to Restricted Stock Units that include performance goals with respect to a given calendar year (a “Performance Year”), no Dividend Equivalents will be payable during such Performance Year; provided that if the performance goals set forth in the applicable Grant Notice with respect to such Performance Year are satisfied, and if Participant is employed on the first record date in the calendar year following the Performance Year, then no later than 30 days following the first dividend payment date in the year following the Performance Year the Company will pay a catch-up payment in an amount equal to the Dividend Equivalents Participant would have received in the Performance Year with respect to Participant’s Restricted Stock Units.

ARTICLE III.

TERMINATION OF SERVICE

3.1 Death, Disability or Retirement. Notwithstanding anything in the Grant Notice or the Plan to the contrary, unless (i) the Compensation Committee (the “Compensation Committee”) of the Board otherwise determines, (ii) otherwise set forth herein, or (iii) a Participant is entitled to special vesting rights under the Company’s Executive Severance Plan on account of a qualifying termination under such plan, each Award will immediately be forfeited and expire, as applicable, as to any portion that is not vested or exercisable as of Participant’s Termination of Service for any reason. Notwithstanding the foregoing, the following provisions will apply in the event of Participant’s Termination of Service due to death, Disability or Retirement:

(a) Death. In the event of Participant’s death prior to the Vesting End Date, then any: (i) unvested Options will be immediately vested and exercisable as of the date of Participant’s death; (ii) Performance Stock Units will be immediately vested and earned and paid “at target” within 60 days of Participant’s death; and (iii) Restricted Stock Units will be immediately vested and paid within 60 days of Participant’s death. Any Awards payable after Participant’s death will be paid to Participant’s Designated Beneficiary as provided in the Plan.

(b) Disability. In the event of Participant’s Disability prior to the Vesting End Date, then any (i) unvested Options will be immediately vested and exercisable as of the date of Participant’s Disability; (ii) Performance Stock Units will be immediately vested and earned and paid “at target” within 60 days of Participant’s Disability; and (iii) Restricted Stock Units will be immediately vested and paid within 60 days of Participant’s Disability.

(c) Retirement. In the event of Participant’s Retirement prior to the Vesting End Date, then any (i) unvested Options will be immediately vested and exercisable as of the date of Retirement; (ii) Performance Stock Units will continue to vest in accordance with the applicable Vesting Schedule and will be eligible to be earned and paid based on actual performance and payment (if any), will be made to Participant at the same time and in the same manner that payment would have been paid to Participant had he or she remained employed through the end of the Performance Period; and (iii) Restricted Stock Units will be immediately vested and paid within 60 days of Participant’s Retirement.

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3.2 Change of Control(a). If in connection with a Change of Control, (i) a Participant’s Awards are not assumed or an economically equivalent right is not substituted by the surviving or successor entity immediately after such Change in Control, or (ii) a Participant is involuntarily terminated without Cause or terminates for Good Reason in either case within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement with the Company) following such Change of Control and prior to the Vesting End Date, Performance Period or restriction period, as applicable, then, notwithstanding Section 3.1, any (i) unvested Options will become immediately vested and exercisable; (ii) Performance Stock Units will become immediately vested; the number of Performance Stock Units earned and payable with respect to the Performance Period will be determined based on the Company’s actual performance through the effective date of such Change of Control or Termination of Service (as applicable), or the most recent practicable measurement date if performance data is not available through such date; and Participant will receive, within 30 days following such Change in Control or Termination of Service (as applicable), a number of shares of Common Stock or stock of the surviving or successor entity (in certificate or book entry form and rounded to the nearest whole share) equal to the number of Performance Stock Units determined to have been earned; provided, however, payment will be made in cash if the Common Stock of the Company or the stock of the surviving or successor entity with respect to which such Common Stock is converted is not traded on a national securities exchange or automated dealer quotation system; and (iii) Restricted Stock Units will become immediately vested and will be paid within 30 days following the effective date of such Change of Control or Termination of Service (as applicable).

3.3 Termination for Cause. If a Participant incurs a Termination of Service prior to the Vesting End Date for Cause, then all outstanding Awards (irrespective of whether or not vested) will be immediately forfeited and will have no further force or effect.

ARTICLE IV.

DEFINITIONS

4.1 “Cause” means, a Participant’s Termination of Service by the Company as a result of (i) Participant’s (x) conviction of, or plea of guilty or nolo contendere to, a felony or misdemeanor involving moral turpitude or (y) indictment for a felony or misdemeanor under the federal securities laws, (ii) willful misconduct or gross negligence in connection with Participant’s duties to the Company or any Subsidiary resulting in material harm to the Company or any Subsidiary, (iii) willful failure to substantially perform, or breach of, Participant’s duties or responsibilities to the Company or any Subsidiary, (iv) willful breach by Participant of (y) any restrictive covenant agreement or (z) any confidentiality agreement entered into between Participant and the Company or any Subsidiary, (v) fraud, embezzlement, theft, or material dishonesty by Participant against the Company or any Subsidiary, (vi) willful violation by Participant of a policy or procedure of the Company or any Subsidiary, resulting in material harm to the Company or any Subsidiary, or (vii) Participant’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Chief Executive Officer of the Company. For purposes of this paragraph, “willful” means those acts taken/not taken in bad faith and without reasonable belief such action/inaction was in the best interests of the Company or its Subsidiaries. Any action/inaction, based upon authority given pursuant to a resolution duly adopted by the Board will be conclusively presumed to be done, or omitted to be done, by Participant in good faith and in the best interests of the Company. The Company must notify Participant of an event constituting Cause, in accordance with Section 5.9, within 90 days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Plan. Notwithstanding the foregoing, with respect to any Participant who is a party to a Change in Control Severance Agreement with the Company or a Subsidiary, the term “Cause” will have the same meaning as set forth in such Change in Control Severance Agreement. Further, with respect to Participants employed or residing outside of the United States, “Cause” will have the same meaning as reflected in Participant’s written employment agreement with Participant’s Employer (if any) or as detailed herein unless prohibited under applicable law and in such case, the definition for Cause as determined under applicable law.

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4.2 “Change in Control Severance Agreement” means a written agreement entered into and in effect between Participant, on the one hand, and the Company, on the other hand, providing for certain severance benefits to be paid to the employee upon the occurrence of, or following, a Change in Control.

4.3 “Designated Beneficiary” means the beneficiary or beneficiaries designated, in a manner determined by the Administrator, by a Participant to receive amounts due or exercise rights of Participant in the event of Participant’s death or Disability. In the absence of an effective designation by a Participant, “Designated Beneficiary” will mean Participant’s estate or, with respect to Participants employed or residing outside of the United States, Participant’s heirs as determined under applicable law.

4.4 “Disability” means Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; or is, by reason of a medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. Further, with respect to Participants employed or residing outside of the United States, “Disability” will have the same meaning as reflected in Participant’s written employment agreement with Participant’s Employer (if any) or as detailed herein unless prohibited under applicable law and in such case, the definition for Disability as determined under applicable law.

4.5 “Employer” means the Company or any Subsidiary that employs Participant on an applicable date.

4.6 “Executive Severance Plan” means the Amended and Restated Compass Minerals International, Inc. Executive Severance Plan, as may be amended from time to time.

4.7 “Good Reason” means in connection with Participant’s Termination of Service, the occurrence of any of the following events within 18 months (or 24 months for any Participant subject to a Change in Control Severance Agreement) after a Change of Control without Participant’s express written consent: (i) a material adverse change in Participant’s duties or responsibilities as of the Change in Control (or as the same may be increased from time to time thereafter); provided, however, that none of (A) a modification to a portion of the Company’s overall business, (B) a change in Participant’s reporting structure, title, duties or responsibilities, in each case that occurs solely a result of the Company no longer being a publicly traded entity, or (C) a change in Participant’s duties or responsibilities, in each case that is part of an across-the-board change in duties or responsibilities of employees at Participant’s level shall in and of itself constitute Good Reason; (ii) any material reduction in Participant’s target total direct compensation (which includes annual base salary, annual incentives and long-term incentives); provided, however, that Good Reason shall not include such a reduction of less than 10% that is part of an across-the-board reduction applicable to employees at Participant’s level; or (iii) any material breach by the Company or one of its Subsidiaries of the Participant’s Grant Notice or any material compensation agreement between the Company and Participant; or (iv) Company’s relocation of Participant’s primary office location more than 50 miles from Participant’s primary office location prior to such relocation and more than 50 miles from Participant’s principal residence as of the Change of Control. Notwithstanding the foregoing, (i) with respect to any Participant who is a party to a Change in Control Severance Agreement with the Company or a Subsidiary, the term “Good Reason” will have the same meaning as set forth in such Change in Control Severance Agreement and (ii) a Participant must provide written notice of Termination of Service to the Company within 90 days of Participant’s initial knowledge of an event constituting Termination of Service for Good Reason (or such event will not constitute Termination of Service for Good Reason under the Plan) and the Company will have a period of at least 30 days to cure such event without triggering a Termination of Service for Good Reason.

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4.8 “Performance Stock Units” means Common Stock award to Participant under the Plan that is subject to certain restrictions, including Performance Criteria and Performance Goals, and may be subject to risk of forfeiture or repurchase.

4.9 “Retirement” means with respect to a Participant, such Participant’s voluntary separation from service on or after attaining age 60 with a combined age and years of service equal to or greater than 65, to the extent such provision does not violate applicable law.

4.10 “Vesting End Date” means the day on which the period of vesting for an applicable Award expires, as determined by the Vesting Schedule.

ARTICLE V.

OTHER PROVISIONS

5.1 Tax Withholding. Regardless of any action the Company or the Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Company and its Subsidiaries (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with the awarding, vesting or exercise of an Award or the subsequent sale of Common Stock (b) do not commit to structure the terms of an Award (or any aspect of an Award) to reduce or eliminate Participant’s liability for Tax-Related Items.

As a condition to the issuance of any shares of Common Stock pursuant to any Award or the satisfaction of any vesting condition with respect to the shares of Common Stock to be issued, if Participant’s country of residence (and the country of employment, if different) requires withholding of Tax-Related Items, the Company immediately may sell a sufficient whole number of shares of Common Stock that have an aggregate Fair Market Value (as determined by the Company in its sole discretion) sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. For purposes of the foregoing, Participant agrees to sign any agreements, forms and consents that are reasonably requested by the Company (or the Company’s designated brokerage firm or plan administrator) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the transfer of the sale proceeds to the Company to satisfy the Tax-Related Items required to be withheld).

Alternatively, the Company may hold back from the total number of shares of Common Stock to be delivered to Participant, and will cause to be transferred to the Company, whole shares of Common Stock that have an aggregate Fair Market Value (as determined by the Company in its sole discretion) sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Common Stock. The cash equivalent of the shares of Common Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. Further, the Company or the Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from Participant’s salary or any other amounts payable to Participant, with no withholding of shares of Common Stock or sale of shares of Common Stock, or may require Participant to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to the Award. For purposes of the foregoing, the Company or the Employer may calculate the amount of Tax-Related Items required to be withheld with respect to an Award based upon a withholding rate up to (but not exceeding) the maximum statutory rate permitted under applicable law.

By accepting an Award, Participant expressly consents to the foregoing methods of withholding for Tax-Related Items. All other Tax-Related Items related to an Award and any shares of Common Stock delivered in settlement thereof are Participant’s sole responsibility. Participant agrees to indemnify the Company and its Subsidiaries against any and all liabilities, damages, costs and expenses that the Company and its Subsidiaries may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any Tax-Related Items.

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5.2 Section 409A. To the extent applicable, Awards will be subject to Section 12.10 of the Plan regarding Section 409A of the Code. In that regard, to the extent any Award is subject to Section 409A, and such Award or other amount is payable on account of Participant’s “Termination of Service” (or any similarly defined term), then (a) such Award or amount will only be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment will not be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of Participant’s separation from service, or (ii) the date of Participant’s death.

5.3 Legal and Tax Compliance; Cooperation. If Participant is resident or employed outside of the United States, Participant agrees, as a condition of the grant of an Award, to repatriate all payments attributable to the shares of Common Stock and cash acquired under the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the shares of Common Stock acquired pursuant to an Award) if required by and in accordance with applicable foreign exchange rules and regulations in Participant’s country of residence (and country of employment, if different). Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with applicable laws, rules and regulations in Participant’s country of residence (and country of employment, if different). Participant also agrees to take any and all actions as may be required to comply with Participant’s personal legal and tax obligations under applicable laws, rules and regulations in Participant’s country of residence (and country of employment, if different).

5.4 Restrictive Covenants. Notwithstanding any provision in a Grant Notice to the contrary, each Award granted under the Plan to Participant is expressly conditioned upon such Participant’s execution of a Restricted Covenant Agreement in the form designated by and acceptable to the Company in its sole discretion. If Participant fails or refuses to execute such Restricted Covenant Agreement, then each Award will be null and void.

5.5 Data Privacy. The Company’s headquarters is currently located at 9900 West 109th Street, Suite 100, Overland Park, Kansas, 66210, United States of America, and the Company grants Awards under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s grant of Awards under the Plan and its ongoing administration of such Awards, the Company is providing the following information about its data collection, processing, usage and transfer practices (“Personal Data Activities”). In accepting the grant of an Award, Participant expressly and explicitly consents to the Personal Data Activities as described herein.

(a) Data Collection, Processing and Usage. The Company collects, processes and uses Participant’s personal data, including Participant’s name, home address, email address, and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in Participant’s favor, which the Company receives from Participant or the Employer. In granting the Award under the Plan, the Company will collect Participant’s personal data for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of Participant’s personal data is Participant’s consent.

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(b) Stock Plan Administration Service Provider. The Company transfers Participant’s personal data to Shareworks by Morgan Stanley (formerly known as Solium Capital), an independent service provider currently based in Canada, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share Participant’s personal data with another company that serves in a similar manner. The Stock Plan Administrator may open an account for Participant to receive and trade shares of Common Stock acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to Participant’s ability to participate in the Plan.

(c) International Data Transfers. The Company and the Stock Plan Administrator are currently based in the United States and Canada, respectively. The Participant should note that Participant’s country of residence may have enacted data privacy laws that are different from the United States and Canada. The Company’s legal basis for the transfer of Participant’s personal data to the United States and Canada is Participant’s consent.

(d) Voluntariness and Consequences of Consent Denial or Withdrawal. Participant’s participation in the Plan and his or her grant of consent is purely voluntary. The Participant may deny or withdraw his or her consent at any time. If Participant does not consent, or if Participant later withdraws his or her consent, Participant may be unable to participate in the Plan. This would not affect Participant’s existing employment or salary; instead, Participant merely may forfeit the opportunities associated with the Plan.

(e) Data Subjects Rights. The Participant may have a number of rights under the data privacy laws in Participant’s country of residence. For example, Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in Participant’s country of residence, and (vi) request a list with the names and addresses of any potential recipients of Participant’s personal data. To receive clarification regarding Participant’s rights or to exercise his or her rights, Participant should contact his or her local human resources department.

5.6 Adjustments. Participant acknowledges that the Award is subject to adjustment, modification and termination in certain events as provided in these Rules and the Plan. The Company reserves the right to impose other requirements on any Award, any shares of Common Stock acquired pursuant to an Award and Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with applicable law, rules and regulations or to facilitate the operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

5.7 Participant’s Undertaking. As a condition of receiving an Award, Participant agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effectuate one or more of the obligations or restrictions imposed on Participant pursuant to the express provisions of a Grant Notice or the Plan.

5.8 Fractional Shares. The Company will not be required to issue any fractional shares. Except as the Compensation Committee may otherwise approve, fractional shares will be eliminated by rounding up.

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5.9 Notices. Any notice to be given under the terms of these Rules to the Company must be in writing and addressed to the Company in care of the Company’s Senior Vice President, Corporate Services or Secretary at the Company’s principal office or the Senior Vice President, Corporate Services or Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of these Rules to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Options) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

5.10 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of these Rules.

5.11 Conformity to Laws. Participant acknowledges that the Plan, the Grant Notice and these Rules are intended to conform to the extent necessary with all applicable laws and, to the extent applicable laws permit, will be deemed amended as necessary to conform to applicable laws.

5.12 Changes in Circumstances. Each Participant assumes all risks incident to any change in the applicable laws or regulations or incident to any change in the value of an Award, or the shares of Common Stock issued pursuant thereto, after the date of grant.

5.13 Successors and Assigns. The Company may assign any of its rights under these Rules to single or multiple assignees, and these Rules will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, these Rules will be binding upon and inure to the benefit of the Designated Beneficiaries, heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.14 Waiver of Breach. The waiver by either party of a breach of any provision of a Grant Notice must be in writing and will not operate or be construed as a waiver of any other or subsequent breach.

5.15 Waiver of Jury Trial. As a condition of receiving an Award, each Participant irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding arising hereunder.

5.16 Entire Agreement. The Plan, the Grant Notice, the Clawback Policy and these Rules (including any exhibit hereto or thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. For the avoidance of doubt, with respect to equity-based awards granted to any eligible individual prior to May 15, 2020, the Rules, Policies and Procedures for Equity Awards Granted to Employees as in effect on the applicable date of grant shall apply.

5.17 Agreement Severable. In the event that any provision of the Grant Notice or these Rules is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or these Rules.

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5.18 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. The Grant Notice and these Rules create only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Awards, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to the Awards, as and when exercised pursuant to the terms hereof.

5.19 Not a Contract of Employment. Nothing in the Plan, the Grant Notice, the Clawback Policy or these Rules confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

5.20 Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable law, each of which will be deemed an original and all of which together will constitute one instrument.

5.21 Compliance with Laws and other Company Policies. Each Participant accepts any Award subject to compliance with applicable securities laws, these Rules and the Company’s other policies, procedures and guidelines, including without limitation the Company’s Code of Ethics and Business Conduct and Stock Ownership Guidelines.

5.22 Nature of Grant. By participating in the Plan, Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Compensation Committee at any time, to the extent permitted by the Plan;

(b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants or benefits in lieu of the Award, even if the Award has been granted in the past;

(c) all decisions with respect to future grants of the Award, if any, will be at the sole discretion of the Compensation Committee;

(d) Participant is voluntarily participating in the Plan;

(e) the Award is not intended to replace any pension rights or compensation;

(f) the Award, the underlying shares of Common Stock, and the income and value of same are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(g) the future value of the underlying shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty;

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(h) no claim or entitlement to compensation or damages will arise from forfeiture of the Award resulting from Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Award to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any such claim against the Company or any of its Subsidiaries, waive Participant’s ability, if any, to bring any such claim, and release the Company, its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(i) unless otherwise agreed with the Company in writing, the Award, the underlying shares of Common Stock and the income and value of same are not granted as consideration for, or in connection with, any service Participant may provide as a director of a Subsidiary; and

(j) the following provisions apply only if Participant is providing services outside the United States: (A) the Award, the underlying shares of Common Stock, and the income and value of same are not part of normal or expected compensation or salary for any purpose; and (B) neither the Company nor any Subsidiary will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the U.S. dollar that may affect the value of the Award or of any amount due to Participant pursuant to the settlement of the Award or the subsequent sale of any shares of Common Stock acquired upon settlement.

5.23 Certain Modifications for Foreign Participants.

(a) The Compensation Committee may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. If Participant is a resident outside of the United States, by accepting an Award, Participant expressly acknowledges and agrees that it is Participant’s express intent that these Rules, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If Participant received these Rules, the Plan, a Grant Notice, the Clawback Policy or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

(b) If a Participant is resident or employed in a country that is a member of the European Union, the grant of an Award and these Rules are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into applicable law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of an Award, these Rules or the Plan is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, will have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under applicable law.

5.24 Not a Public Offering. The grant of the Award under the Plan is not intended to be a public offering of securities in Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings to the local securities authorities unless otherwise required under applicable law, and the grant of the Award is not subject to the supervision of the local securities authorities.

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5.25 No Advice Regarding Grant. Participant may not rely on the advice of any employee or representative of the Company regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the shares of Common Stock subject to the Award. Investment in shares of Common Stock involves a degree of risk. Before deciding whether to participate in the Plan, Participant should carefully consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan, and Participant should carefully review all of the materials related to the Award and the Plan. Participant is hereby advised to consult with Participant’s own personal tax, legal and financial advisors before taking any action related to the Plan.

5.26 Insider Trading/Market Abuse Laws. Participant acknowledges that the United States has insider trading or market abuse laws and Participant’s country of residence may have similar laws, which may affect Participant’s ability to acquire or sell shares of Common Stock under the Plan during such times that Participant is considered to have “inside information” (as defined by applicable laws). These laws may be the same or different from any Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to be informed of and comply with such regulations, and that Participant is advised to speak to Participant’s personal advisor on this matter.

5.27 Electronic Delivery of Documents. The Company may, in its sole discretion, deliver any documents related to the Award and participation in the Plan or future grants of the Award that may be granted under the Plan, by electronic means unless otherwise prohibited by applicable law. In accepting an Award, Participant expressly consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party-designated by the Company.

5.28 Addendum. Notwithstanding any provision of these Rules to the contrary, the Award will be subject to any special terms and conditions for Participant’s country of residence (and country of employment, if different) as are forth in the addendum to these Rules (the “Addendum”). If Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or to facilitate the administration of the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer). Any applicable portion of the Addendum will constitute part of these Rules.

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ADDENDUM TO THE RULES, POLICIES AND PROCEDURES FOR EQUITY AWARDS

GRANTED TO EMPLOYEES

In addition to the terms of the Plan and the Rules, the Award is subject to the following additional terms and conditions. All defined terms contained in this Addendum will have the same meaning as set forth in the Plan and the Rules. Pursuant to Section 5.28 of the Rules, if Participant transfers Participant’s residence or employment to another country reflected in this Addendum, the additional terms and conditions for such country (if any) will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or to facilitate the administration of the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer).

BRAZIL

1. Compliance with Law. By accepting the Award, Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting or exercise of the Award, the receipt of any dividends, and the sale of shares of Common Stock acquired under the Plan.

2. Labor Law Policy and Acknowledgement. This provision supplements Section 5.22 of the Rules:

By accepting the Award, Participant agrees that (i) the benefits provided under the Rules and the Plan are the result of commercial transactions unrelated to Participant’s employment; (ii) the Rules and the Plan are not a part of the terms and conditions of Participant’s employment; and (iii) the income from the Award, if any, is not part of Participant’s remuneration from employment.

CANADA

1. Settlement in Shares. Notwithstanding anything to the contrary in the Rules or the Plan, any Performance Stock Unit or Restricted Stock Unit will be settled only in shares of Common Stock (and will not be settled in cash).

2. Language Consent. The following provision will apply if Participant is a resident of Quebec:

The parties acknowledge that it is their express wish that the present Rules, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

EUROPEAN UNION (“EU”)/EUROPEAN ECONOMIC AREA (“EEA”)/UNITED KINGDOM

If Participant resides and/or is employed in the EU / EEA or the United Kingdom, the following provision replaces Section 5.5 of the Rules:

Data Privacy. The Company’s headquarters is currently located at 9900 West 109th Street, Suite 100, Overland Park, Kansas, 66210, United States of America, and the Company grants Awards under the Plan to employees of the Company and its Subsidiaries in its sole discretion. In conjunction with the Company’s grant of Awards under the Plan and its ongoing administration of such Awards, the Company is providing the following information about its data collection, processing, usage and transfer practices (“Personal

Data Activities”). In accepting the grant of an Award, Participant should review the following information regarding the Company’s data privacy practices.

(a) Data Collection, Processing and Usage. Pursuant to applicable data protection laws, Participant is hereby notified that the Company collects, processes, and uses certain personally-identifiable information about Participant; specifically, including Participant’s name, home address, email address and telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any shares of Common Stock or directorships held in the Company, and details of all Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in Participant’s favor, which the Company receives from Participant or the Employer. In granting the Awards under the Plan, the Company will collect Participant’s personal data for purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Company collects, processes and uses Participant’s personal data pursuant to the Company’s legitimate interest of managing the Plan and generally administering employee equity awards and to satisfy its contractual obligations under the terms of the Rules and the Plan. The Participant’s refusal to provide personal data may affect Participant’s ability to participate in the Plan. As such, by participating in the Plan, Participant voluntarily acknowledges the collection, processing and use, of Participant’s personal data as described herein.

(b) Stock Plan Administration Service Provider. The Company transfers Participant’s personal data to the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator and share Participant’s personal data with another company that serves in a similar manner. The Stock Plan Administrator may open an account for Participant to receive and trade shares of Common Stock acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to Participant’s ability to participate in the Plan.

(c) International Data Transfers. The Company and the Stock Plan Administrator are currently based in the United States and Canada, respectively. The Participant should note that Participant’s country of residence may have enacted data privacy laws that are different from the United States and Canada. The Company’s legal basis for the transfer of Participant’s personal data to the United States and Canada is to satisfy its contractual obligations under the terms of the Plan, the Grant Notice and these Rules and/or its other legitimate business interests.

(d) Data Retention. The Company will use Participant’s personal data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan or as required to comply with legal or regulatory obligations, including under tax and securities laws. When the Company no longer needs Participant’s personal data, the Company will remove it from its systems. If the Company keeps Participant’s data longer, it would be to satisfy legal or regulatory obligations and the Company’s legal basis would be for compliance with relevant laws or regulations.

(e) Data Subjects Rights. Participant may have a number of rights under data privacy laws in Participant’s country of residence. For example, Participant’s rights may include the right to (i) request access or copies of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in Participant’s country of residence, and (vi) request a list with the names and addresses of any potential recipients of Participant’s personal data. To receive clarification regarding Participant’s rights or to exercise his or her rights, Participant should contact his or her local human resources department.

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UNITED KINGDOM

1. Settlement in Shares. Notwithstanding anything to the contrary in the Rules or the Plan, any Performance Stock Unit or Restricted Stock Unit will be settled only in shares of Common Stock (and will not be settled in cash).

2. Tax Withholding. The following provision supplements Section 5.1 of the Rules:

Notwithstanding any provision of Section 5.1 of the Rules to the contrary, Participant agrees that Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company, the Employer or Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and hold harmless the Company and the Employer against any taxes that each is required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf.

3. Exclusion of Claim. Participant acknowledges and agrees that Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Participant ceasing to have rights under or to be entitled to the Award, whether or not as a result of Participant’s Termination of Service (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Award. Upon the grant of the Award, Participant will be deemed irrevocably to have waived any such entitlement.

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Exhibit 10.3

AMENDED AND RESTATED COMPASS MINERALS INTERNATIONAL, INC.

EXECUTIVE SEVERANCE PLAN

(Effective as of May 15, 2020)

Compass Minerals International, Inc. (the “Company”) desires to amend and restate in its entirety the Compass Minerals International, Inc. Executive Severance Plan, effective as of May 15, 2020. This Amended and Restated Compass Minerals International, Inc. Executive Severance Plan (this “Plan”) is a top-hat welfare plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is intended to provide financial protection in the event of unexpected job loss to certain executive officers of the Company who are expected to make substantial contributions to the success of the Company and thereby provide for stability and continuity of management.

As used herein, the terms identified below shall have the meanings indicated:

“2020 Incentive Award Plan” means the Compass Minerals International, Inc. 2020 Incentive Award Plan, as amended from time to time.

“Administrator” means the Compensation Committee of the Board of Directors of the Company.

“Board” means the Board of Directors of the Company.

“Cause” means the Company’s termination of an Eligible Executive’s employment with the Company or a subsidiary of the Company as a result of (i) Eligible Executive’s (A) conviction of, or plea of guilty or nolo contendere to, a felony or misdemeanor involving moral turpitude or (B) indictment for a felony or misdemeanor under the federal securities laws, (ii) the Eligible Executive’s willful misconduct or gross negligence in connection with Eligible Executive’s duties to the Company or any subsidiary resulting in material harm to the Company or any subsidiary, (iii) the Eligible Executive’s willful failure to substantially perform, or breach of, Eligible Executive’s duties or responsibilities to the Company or any subsidiary, (iv) willful breach by the Eligible Executive of (A) the Restrictive Covenant Agreement or (B) the Confidentiality Agreement entered into between the Eligible Executive and the Company or any subsidiary (the “Confidentiality Agreement”), (v) the Eligible Executive’s fraud, embezzlement, theft, or material dishonesty against the Company or any subsidiary, (vi) the Eligible Executive’s willful violation of a policy or procedure of the Company or any subsidiary, resulting in material harm to the Company or any subsidiary, or (vii) the Eligible Executive’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board. For purposes of this definition of “Cause”, “willful” means those acts taken/not taken in bad faith and without reasonable belief such action/inaction was in the best interests of the Company or its subsidiaries. Any action/inaction, based upon authority given pursuant to a resolution duly adopted by the Board will be conclusively presumed to be done, or omitted to be done, by the Eligible Executive in good faith and in the best interests of the Company. The Company must notify the Eligible Executive of an event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Plan.

“Change in Control Severance Agreement” means an agreement between any employee of the Company or a subsidiary of the Company, on the one hand, and the Company, on the other hand, providing for certain severance benefits to be paid to the employee upon the occurrence of, or following, a change in control of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated by the Treasury Department and the Internal Revenue Service thereunder.

“Disability” means the Eligible Executive must, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, be receiving or be reasonably expected to receive income replacement benefits for a period of not less than three months under an accident and health plan covering the Eligible Executive (or, if none, covering the Company’s employees).

“Eligible Executive” means a key employee of the Company or a subsidiary of the Company who:

“Good Reason” means the Eligible Executive’s voluntary termination of employment (e.g., resignation) with the Company or a subsidiary of the Company as a result of:

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Notwithstanding the foregoing, no voluntary termination by the Eligible Executive shall constitute a termination with “Good Reason” unless (A) the Eligible Executive has given written notice of the proposed termination due to Good Reason, with particulars, to the Company’s Chief Executive Officer or Corporate Secretary not later than ninety (90) days of the Eligible Executive’s initial knowledge of the occurrence of such condition; (B) the Company has an opportunity for thirty (30) days after such notice is received by the Company within which to remedy such condition, and fails to reasonably cure such condition; and (C) the Eligible Executive resigns within one hundred and fifty (150) days after the initial occurrence of the condition potentially giving rise to Good Reason.

“Qualifying Departure” means an Eligible Executive’s employment with the Company or a subsidiary of the Company is terminated solely as a result of or in connection with a sale or other divestiture by the Company of a division, subsidiary or other business segment (including, without limitation, by sale of shares of stock or of assets) pursuant to which the Eligible Executive’s employer ceases to be the Company or a subsidiary of the Company, but the Eligible Executive was offered continued employment by the acquirer or transferee employer in such sale or divesture or transfer on terms such that, if accepted by the Eligible Executive, such continued employment would not result in any of the events described in clauses (i), (ii), (iii), or (iv) of the definition of Good Reason and would entitle, for a two-year period immediately following such sale or divestiture or transfer, the Eligible Executive to participate in a severance plan or agreement providing substantially similar severance rights and benefits as the Eligible Executive was entitled to receive pursuant to this Plan.

“Qualifying Termination” means an Eligible Executive’s voluntary termination of employment with the Company or a subsidiary of the Company for Good Reason or an involuntary termination of an Eligible Executive’s employment with the Company or a subsidiary of the Company without Cause and other than as a result of the Eligible Executive’s death or Disability. Notwithstanding the foregoing, an Eligible Executive does not experience a Qualifying Termination in connection with a Qualifying Departure.

“Restrictive Covenant Agreement” means an agreement between certain employees of the Company or its subsidiaries, on the one hand, and the Company, on the other hand, entered into in connection with the employee’s execution of a Change in Control Severance Agreement.

“Specified Employee” means any employee of the Company or a subsidiary of the Company that the Company determines is a Specified Employee within the meaning of Section 409A of the Code.

“Termination Date” means the date on which an Eligible Executive has a “separation from service,” within the meaning of Section 409A of the Code, from the Company or a subsidiary of the Company.

a) Eligible Executives. Only Eligible Executives shall be entitled to receive benefits under this Plan. The Administrator shall limit the class of persons selected to participate in the Plan to a “select group of management or highly compensated employees,” within the meaning of Sections 201, 301 and 401 of ERISA.

b) Qualifying Termination. Subject to the conditions of this Plan, including Section 8(a) and Section 9, the Company will pay severance benefits pursuant to Section 4 of this Plan to an Eligible Executive on a Qualifying Termination. Severance benefits will not be paid pursuant to Section 4 of this Plan to an Eligible Executive if he or she is entitled to receive a severance benefit from his or her Change in Control Severance Agreement in connection with his or her Qualifying Termination.

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c) Non-Qualifying Termination. Notwithstanding any other provision of this Plan to the contrary, nothing in this Plan shall be construed to require the Company to pay any of the severance benefits under this Plan to an Eligible Executive if the Eligible Executive terminates employment with the Company under any circumstances that do not constitute a Qualifying Termination.

Subject to Section 8(a) and Section 9 of this Plan, an Eligible Executive who incurs a Qualifying Termination shall be entitled to receive the following severance benefits described in this Section 4:

a) Payment. Unless otherwise provided herein, an Eligible Executive who incurs a Qualifying Termination shall receive a severance payment in an amount equal to the sum of:

The severance payment pursuant to Section 4(a) shall be paid in a single lump-sum cash payment, less all applicable withholding taxes, within the sixty (60)-day period following the Eligible Executive’s Termination Date.

Notwithstanding any other provision of this Plan, if the Eligible Executive is a Specified Employee on his or her Termination Date, any portion of the severance payment under this Section 4(a) which may constitute non-exempt “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed, if determined necessary by the Company for the avoidance of penalties and/or excise taxes under Section 409A of the Code, until the earlier of (A) the first day after six-months following such Termination Date, and (B) the date the Eligible Executive dies following such Termination Date.

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b) Outplacement Services. The Company shall provide the Eligible Executive with access to outplacement counseling services from a firm that the Company selects at no cost to the Eligible Executive, subject to the timing requirements in Section 8(l). If the Eligible Executive chooses to not use or access such outplacement counseling services, the Company shall not provide any payment to the Eligible Executive in lieu of such services.

c) Equity Awards. Notwithstanding the terms or conditions of any applicable equity award agreement, rules of the plan or grant notice, and solely to the extent that (x) the vesting benefits under this Section 4(c) are more favorable to the Eligible Executive or (y) the applicable award agreement or grant notice does not explicitly waive or modify the vesting benefits described below, any and all previously granted and unvested equity awards issued by the Company and held by an Eligible Executive who incurs a Qualifying Termination on his or her Termination Date (“Equity Awards”) shall be treated as follows:

No Eligible Executive is entitled to receive additional payment from the Company by reason of the excise tax required by Section 4999(a) of the Code being imposed on the Eligible Executive for any amounts received constituting an excess parachute payment as defined in Section 280G of the Code.

a) Notwithstanding anything herein or in the Eligible Executive’s Change in Control Severance Agreement to the contrary, in the event that the Company’s then current independent registered public accounting firm or another accounting or similar firm selected by the Company, subject to the Eligible Executive’s approval which shall not be unreasonably withheld (the “Accounting Firm”), shall determine that any payment or distribution of any type to or for the Eligible Executive’s benefit made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Plan, the Change in Control Severance Agreement or otherwise (collectively, the “Total Payments”), would be subject to the excise tax imposed by

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Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Accounting Firm shall determine whether such payments or distributions or benefits shall be reduced to such lesser amount as would result in no portion of such payments or distributions or benefits being subject to the Excise Tax. Such reduction shall occur if and only to the extent that it would result in the Eligible Executive retaining, on an after-tax basis (taking into account federal, state and local income taxes, employment, social security and Medicare taxes, the imposition of the Excise Tax and all other taxes, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to the Eligible Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Eligible Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made) a larger amount as a result of such reduction than the Eligible Executive would receive, on a similar after tax basis, if the Eligible Executive received all of the Total Payments. If the Accounting Firm determines that the Eligible Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then the Eligible Executive may elect, at his option, to retain all of the Total Payments. If the Total Payments are to be reduced, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a “parachute payment” (as defined under Section 280G of the Code and the regulations thereunder); (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) reduction of any continued employee benefits; and (4) cancellation or reduction of any accelerated vesting of equity awards. In selecting the equity awards (if any) for which vesting will be cancelled or reduced under clause (4) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of reduced Total Payments provided to the Eligible Executive, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A, awards instead shall be selected in the reverse order of the date of grant. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. The Eligible Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite Section 280G of the Code computations and analysis, and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify the Eligible Executive and the Company to that effect. In the absence of manifest error, all determinations made by the Accounting Firm under this Section 5 shall be binding on the Eligible Executive and the Company and shall be made as soon as reasonably practicable and in no event later than thirty (30) days following the later of the Eligible Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm.

b) To the extent requested by the Eligible Executive, the Company shall cooperate with the Eligible Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services to be provided by the Eligible Executive (including the Eligible Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations.

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c) If it is ultimately determined (by IRS private letter ruling or closing agreement, court decision or otherwise) that the Eligible Executive’s Total Payments were reduced by too much or by too little in order to accomplish the purpose of this Section 5, the Eligible Executive and the Company shall promptly cooperate to correct such underpayment or overpayment in a manner consistent with the purpose of this Section 5, provided, however, that in no event shall such a correction be made if doing so would be a violation of the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.

a) Administrator. The Administrator has the sole discretionary authority to construe and interpret this Plan and to make any and all determinations related to administration of this Plan, including all questions of eligibility for participation and benefits, to the maximum extent permitted by law. The decisions, actions and interpretations of the Administrator are final and binding on all parties.

b) Amendment; Termination. The Administrator expressly reserves the right to amend this Plan, in whole or in part, at any time and in any way it determines to be advisable or to terminate this Plan; provided that if the amendment or termination will materially adversely affect the rights of any Eligible Executive who, prior to the amendment or termination, became entitled to benefits under the Plan, the Company must obtain the Eligible Executive’s written consent to the amendment or termination.

a) Release. In consideration of the covenants under this Plan and as a condition precedent to receiving any payments under this Plan, an Eligible Executive or the Eligible Executive’s Beneficiary (as defined in Section 8(c)) shall (i) execute and deliver to the Company a release of all claims in a form to be provided by the Company, which shall include standard representations and covenants, including without limitation with respect to confidentiality, cooperation and non-disparagement, within twenty-two (22) days following the Eligible Executive’s Termination Date (or any such longer period if required by applicable law and communicated to the Eligible Executive) and (ii) not revoke the release during the seven (7) day period following the date that the Eligible Executive executed the release. The Company shall supply a form of such release to the Eligible Executive no later than the Termination Date.

b) Waiver. The failure of the Company to enforce at any time any of the provisions of this Plan, or to require at any time performance of any of the provisions of this Plan, shall in no way be construed to be a waiver of these provisions, nor in any way to affect the validity of this Plan or any part thereof, or the right of the Company thereafter to enforce every provision.

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c) Benefits Not Transferable. Except as may be required by law, no benefit eligible to be payable under this Plan to any Eligible Executive shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to alienate, sell, transfer, assign, pledge, encumber or charge all or any part of the benefit shall be void; provided, however, that if a terminated Eligible Executive dies before the end of the period over which such Eligible Executive is entitled to receive severance benefits under this Plan, the severance benefits payable hereunder shall be paid to the estate of such Eligible Executive or to the person or legal entity who acquired the rights to such benefits by bequest or inheritance (the “Beneficiary”), provided such Beneficiary satisfies the release requirements in Section 8(a). Except as may be provided by law, no benefit shall in any manner be subject to the debts, contracts, liabilities, engagements or torts of any Eligible Executive, nor shall it be subject to attachment or legal process for, or against, the Eligible Executive and the same shall not be recognized under this Plan.

d) Successors of the Company. This Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in this Plan, shall mean the Company as heretofore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan.

e) No Contract of Employment. The definitions and criteria set forth herein are solely for the purpose of defining Plan eligibility. No legal rights to employment are created or implied by this Plan, nor are any conditions or restrictions hereby placed on termination of employment. Unless the employee has a written employment agreement binding on the Company that provides otherwise, employment with the Company is employment-at-will. As such, termination of employment may be initiated by the Eligible Executive or by the Company at any time for any reason that is not unlawful, with or without Cause.

f) Governing Law. To the extent not pre-empted by federal law, this Plan shall be construed, administered and governed in accordance with and governed by the laws of the State of Kansas, without regard to any conflict of law principles. Subject to the Executive Benefits Claims Procedure, any action concerning this Plan shall be brought in a court of competent jurisdiction in Johnson County, Kansas, and each party consents to the venue and jurisdiction of such court.

g) Entire Plan. This Plan constitutes the Company’s entire Plan for the Eligible Executives and, except as provided in an Eligible Executive’s Change in Control Severance Agreement and the Executive Benefits Claims Procedure, Section 8(h) and Section 9 of this Plan, supersedes any and all previous representations, agreements, understandings and plans with respect to general severance benefits for the Eligible Executives, and any such representations, agreements, understandings and plans with respect to Eligible Executive severance are hereby canceled and terminated in all respects.

h) Severability and Interpretation. Whenever possible, each provision of this Plan and any portion hereof shall be interpreted in such a manner as to be effective and valid under applicable law, rules and regulations. If any covenant or other provision of this Plan (or portion thereof) shall be held to be invalid, illegal, or incapable of being enforced, by reason of any rule of law, rule, regulation, administrative order, judicial decision or public policy, all other conditions and provisions of this Plan shall, nevertheless, remain in full force and effect, and no covenant or provision shall be deemed dependent upon any other covenant or provision (or portion) unless so

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expressed herein. The parties hereto desire and consent that the court or other body making such determination shall, to the extent necessary to avoid any unenforceability, so reform such covenant or other provision or portion of this Plan to the minimum extent necessary so as to render the same enforceable in accordance with the intent herein expressed.

i) No Mitigation Required. The Eligible Executive shall not be required to mitigate the amount provided for in Section 4 of this Plan by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in Section 4 of this Plan be reduced by any compensation earned by the Eligible Executive as the result of employment by another employer after the date of termination, or otherwise.

j) Validity. If any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

k) Captions and Titles. Captions and titles have been used in this Plan only for convenience, and in no way define, limit or describe the meaning of this Plan or any part thereof.

l) Section 409A Savings Clause. This Plan is intended to comply with the provisions of Section 409A of the Code, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements and in-kind distributions, and shall be administered and interpreted in accordance with such intent. Without limiting the generality of the foregoing, any term or provision that is determined by the Administrator to have an ambiguous definition shall be interpreted, to the extent reasonable, to comply with Section 409A of the Code. Any reference in this Plan to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A of the Code. Each payment under this Plan shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may an Eligible Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan. All reimbursements and in-kind benefits, including any taxable health, dental and vision benefits provided under this Plan that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Plan be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Eligible Executive shall have submitted an invoice for such fees and expenses at least ten (10) days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. Section 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Eligible Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the end of the third year following the year in which the Eligible Executive’s Termination Date occurred. The outplacement benefits provided pursuant to Section 4(b) must be provided prior to the end of the second year following the year in which the Eligible Executive’s Termination Date occurred.

Notwithstanding the foregoing, any benefits received by an Eligible Executive pursuant to this Plan shall be in lieu of any general severance policy maintained by the Company except to the extent any such substitution in severance benefits or payment timing would result in a violation of Section 409A of the Code. There shall be no duplication of benefits under this Plan and any Eligible Executive’s Change in Control Severance Agreement and in the event of any such potential duplication of benefits, the benefits under the Eligible Executive’s Change in Control Severance Agreement shall control.

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Exhibit 10.4

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT¹

This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into and effective as of [___________] (the “Effective Date”) by and between Compass Minerals International, Inc., a Delaware corporation (the “Company”), and [ ____________] (“Executive”).

WITNESSETH

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders; and

WHEREAS, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may arise and that possibility may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and

[WHEREAS, the Company and the Executive previously entered into that certain Change in Control Severance Agreement, dated as of [__] (the “Prior Agreement”); and]²

WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and its stockholders to further secure Executive’s continued services and to further ensure Executive’s continued dedication to Executive’s duties in the event of any threat or occurrence of a Change in Control (as defined in Section 1) of the Company[; and

WHEREAS, the Company and the Executive desire to enter into this Agreement which will supersede the Prior Agreement in its entirety]³.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms have the following meanings [(capitalized terms not defined herein shall have the meanings ascribed to them in that certain employment agreement between the parties, dated [______] (the “Employment Agreement”))]⁴:

(a) “Bonus Amount” means the higher of (i) Executive’s average annual incentive bonuses during the last 3 completed fiscal years before the Date of Termination (annualized in the event Executive was not employed by Company (or its Subsidiaries) for the whole of any such fiscal year) and (ii) Executive’s aggregate annual target bonus for the fiscal year in which the Date of Termination occurs.

(b) “Cause” means Executive’s (i) conviction of, or plea of guilty or nolo contendere to, a felony or misdemeanor involving moral turpitude, (ii) indictment for a felony or misdemeanor under the federal securities laws, (iii) willful misconduct or gross negligence in connection with Executive’s duties to the Company or any Subsidiary resulting in material harm to the Company or any Subsidiary, (iv) willful failure to substantially perform, or breach of, Executive’s duties or responsibilities to the Company or any Subsidiary, (v) willful breach of the [(A) Employment Agreement]⁵, (B) the Restrictive Covenant Agreement entered into between Executive and the Company (the “Restrictive Covenant Agreement”) or (C) the Confidentiality Agreement entered into between the Executive and the Company or any Subsidiary (the “Confidentiality Agreement”), (vi) fraud, embezzlement, theft, or material dishonesty against the Company or any Subsidiary, (vii) willful violation of a policy or procedure of the Company or any Subsidiary, resulting in material harm to the Company or any Subsidiary, or (viii) willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board. For purposes of this paragraph (b), “willful” means those acts taken/not taken in bad faith and without reasonable belief such action/inaction was in the best interests of the Company or its Subsidiaries. Any action/inaction, based upon authority given pursuant to a resolution duly adopted by the Board will be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Company must notify Executive of an event constituting Cause, in accordance with Section 10, within 90 days following the Company’s knowledge of its existence [and provide him with the reasonable opportunity to be heard before the Board (with Executive’s counsel present)]⁶ or such event shall not constitute Cause under this Agreement. [Any determination as to whether or not Cause exists for termination of Executive’s employment shall be made on the Company’s behalf by the Board.]⁷

(c) “Change in Control” means the occurrence of any one of the following events:

(i) a transaction or series of transactions (other than an offering of the Company’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries, or a “person” that, before such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

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(ii) the date a majority of the members of the Board is replaced during any 12 month period by directors who appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or

(iii) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination, (B) a sale or other disposition of all or substantially all of the Company’s assets or (C) the acquisition of assets or stock of another entity, in each case other than a transaction:

(x) that results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(y) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this subparagraph as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company before the consummation of the transaction.

(d) “Date of Termination” means (i) the effective date of the termination of Executive’s employment or (ii) the date of Executive’s death, if Executive is employed as of such date.

(e) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events within 2 years after a Change in Control:

(i) a material adverse change in Executive’s duties or responsibilities as of the Change in Control (or as the same may be increased from time to time thereafter); provided, however, that none of (A) a modification to a portion of the Company’s overall business, (B) a change in Executive’s reporting structure, title, duties or responsibilities, in each case that occurs solely a result of the Company no longer being a publicly traded entity, or (C) a change in Executive’s duties or responsibilities, in each case that is part of an across-the-board change in duties or responsibilities of [Company’s executive officers]⁸[employees at Executive’s level]⁹ shall in and of itself constitute Good Reason;

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(ii) any material reduction in Executive’s target total direct compensation (which includes annual base salary, annual incentives and long-term incentives) in effect as of the Change in Control (or as the same may be increased from time to time thereafter); provided, however, that Good Reason shall not include such a reduction of less than [5%]¹⁰ [10%]¹¹ that is part of an across-the-board reduction applicable to [Company’s executive officers]¹²[employees at Executive’s level]¹³;

(iii) Company’s [(A)]¹⁴ relocation of Executive’s primary office location more than 50 miles from Executive’s primary office location prior to such relocation and more than 50 miles from Executive’s principal residence as of the Change in Control [or (B) requirement that Executive travel on Company business to an extent substantially greater than Executive’s travel obligations immediately before such Change in Control]¹⁵; or

(iv) any material breach by the Company or one of its Subsidiaries of this Agreement or any material compensation agreement between the Company and Executive.

To terminate employment with Good Reason, (A), Executive must provide written notice to the Company, in accordance with Section 10, within 90 days following Executive’s knowledge of an event constituting Good Reason, (B) Company must fail to cure such event within 30 days following receipt of such notice and (C) Executive must terminate employment within 90 days of Company’s failure to cure such event.

(f) “Qualifying Termination” means a termination of Executive’s employment during the Termination Period (i) by the Company other than for Cause or (ii) by Executive with Good Reason.

(g) “Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% of the assets on liquidation or dissolution.

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(h) “Termination Period” means the period beginning with a Change in Control and ending 2 years following such Change in Control. Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated before a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred after a Change in Control; (ii) Executive reasonably demonstrates such termination (or Good Reason event) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control; and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) occurs within 60 days of Executive’s separation from service, then, for purposes of this Agreement, the date immediately before the date of such termination or event constituting Good Reason shall be treated as a Change in Control. For purposes of determining the timing of payments and benefits under Section 4, the date of the actual Change in Control shall be treated as the Date of Termination under Section 1(d), and, for purposes of determining the amount of payments and benefits to Executive under Section 4, the date Executive’s employment is actually terminated shall be treated as the Date of Termination under Section 1(d).

2. Term of Agreement. This Agreement shall be effective on the Effective Date and shall continue until December 31, 20[__]¹⁶. On January 1, 20[__]¹⁷, and on each January 1 thereafter, the term of this Agreement shall automatically renew for successive one-year periods unless either party gives written notice thereof at least 18 months before the date such extension would be effective. This Agreement shall continue in effect for a period of 2 years after a Change in Control, notwithstanding the delivery of any such notice, if such Change in Control occurs during the term of this Agreement. Notwithstanding anything in this Section to the contrary, this Agreement shall terminate if Executive or the Company terminates Executive’s employment before a Change in Control other than as provided in Section 1(h).

3. Payments Upon Termination of Employment.

(a) Qualifying Termination. In the event of a Qualifying Termination, the Company shall provide Executive the payments and benefits set forth in paragraphs (b) and (c) of this Section, subject to paragraph (d) of this Section.

(b) Qualifying Termination - Cash Payments. Within 30 days of a Qualifying Termination, the Company shall make a lump sum cash payment to Executive of the following:

(i) an amount equal to Executive’s base salary due, pro-rata Bonus Amount (based upon number of days employed in the applicable bonus year through the Qualifying Termination), accrued vacation and unreimbursed expenses properly incurred through the Date of Termination;

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(ii) an amount equal to [2.5]¹⁸ [2]¹⁹ times the sum of (A) Executive’s highest annual rate of base salary during the 12-month period immediately before the Date of Termination, plus (B) Executive’s Bonus Amount; and

(iii) an amount equal to 1 times the amount of the aggregate premium cost to cover the existing coverage for the Executive and his or her eligible dependents, if any, for 24 months under the Company’s health, vision and dental plans in effect as of the date of the Qualifying Termination; provided that such amount will include the aggregate premium cost to cover the Executive’s dependents if, and only to the extent that, such dependents were enrolled in a health, vision or dental plan sponsored by the Company before the Qualifying Termination.

(c) Conditions. To be eligible for any payments and benefits provided by paragraphs (b) and (c) of this Section, Executive must (i) execute and deliver to Company a final and complete release [in the form attached hereto as Exhibit A, with such changes that are required as a result of changes in law after the Effective Date or any changes based on the Executive’s place of residence or work]²⁰ [in a form to be provided by Company, which shall include standard representations and covenants, including without limitation with respect to confidentiality, cooperation and non-disparagement]²¹, which becomes nonrevocable within 45 days following the Date of Termination, and (ii) be in compliance in all material respects with (A) this Agreement, [(B) the Employment Agreement,]²² (C) the Restrictive Covenant Agreement, and (D) the Confidentiality Agreement, which such breach not being cured within 30 days after written notice from the Company of the breach.

4. Outstanding Equity Awards. In the event of a Change in Control, Executive’s outstanding stock options, restricted stock units, performance stock units and other equity awards shall be earned and vested to the extent provided in and in accordance with the terms and conditions of the applicable equity-based compensation plan/award agreement, as may be amended from time to time.

5. Withholding Taxes. The Company may withhold from all payments under this Agreement all required taxes and/or other withholdings.

6. Resolution of Disputes; Reimbursement of Legal Fees.

(a) Any dispute or controversy arising under or in connection with this Agreement (other than disputes related to the Restrictive Covenant Agreement) shall be settled by final, binding arbitration in Johnson County, Kansas, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section.

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(b) If Executive prevails on any material issue in any contest or dispute under this Agreement involving termination of Executive’s employment with the Company or involving Company’s refusal to perform fully in accordance with the terms hereof, then the Company shall reimburse Executive for all reasonable legal fees and related expenses incurred in connection with such contest or dispute. Such reimbursement shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred.

7. Restrictive Covenants. Executive hereby agrees to the terms of the Company’s Restrictive Covenant Agreement attached hereto, which Restrictive Covenant Agreement Executive also hereby agrees to execute if Executive has not previously so executed such Restrictive Covenant Agreement. If Executive has not executed the Restrictive Covenant Agreement within 10 days of the Effective Date of this Agreement, then this Agreement shall be null and void.

8. Scope of Agreement. Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company and, if Executive’s employment with the Company terminates before a Change in Control, then Executive shall have no further rights under this Agreement (except as otherwise provided hereunder).

9. Successors; Binding Agreement.

(a) This Agreement shall survive any business combination and shall be binding upon the surviving entity of any business combination (in which case such surviving entity shall be treated as the Company hereunder).

(b) In connection with any business combination, the Company will cause any successor entity to the Company unconditionally to assume by written instrument delivered to Executive (or his beneficiary or estate) all of the obligations of the Company hereunder.

(c) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If Executive dies while any amounts would be payable to Executive hereunder, then all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

(d) Executive may not assign this Agreement. The Company may assign this Agreement in its discretion to any parent/subsidiary company or successor in interest to the business, or part thereof, of the Company.

10. Notice.

(a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given at the earlier of actual delivery or 5 days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

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or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(b) A written notice of the Date of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specify the termination date, which date shall be not less than 15 days or more than 60 days after the giving of such notice. The failure to set forth in such notice any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

11. Full Settlement. The Company’s obligation to make any payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other severance payments to Executive under [the Employment Agreement and]²³ any other severance or employment agreement between Executive and the Company and any severance plan of the Company. The Company’s obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as provided in Section 4(c), such amounts shall not be reduced whether or not Executive obtains other employment.

12. Survival. The respective obligations and benefits afforded to the Company and Executive as provided in Sections 3 (to the extent that payments or benefits are owed as a result of a termination of employment that occurs during the term of this Agreement), 4, 5, 6, 7, 9, 11, 13, 16 and 17 shall survive the termination of this Agreement.

13. Governing Law; Validity. The interpretation, construction, and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Kansas without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which other provisions shall remain in full force and effect.

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14. Counterparts; Entireties. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements or understandings between the parties with respect to such matters [(including, without limitation, the Prior Agreement, which will be superseded in its entirety by this Agreement as of the Effective Date) ]²⁴. This is not an employment agreement. [Employee’s employment with Company is and shall be at will for all purposes.]²⁵

15. Miscellaneous. For purposes of interpretation/enforcement, the parties to this Agreement shall be considered joint authors, and this Agreement shall not be strictly construed against either such party. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right hereunder, including without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, his estate, or his beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, his estate, or his beneficiaries under any other employee benefit plan or compensation program of the Company.

16. Compliance with Section 409A. To the extent applicable, this Agreement shall be interpreted, construed, and administered in conformity with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (“Section 409A”) and the regulations and other guidance issued thereunder, including the applicable exemptions. In the event that any payment or distribution to be made hereunder constitutes “deferred compensation” subject to Section 409A and Executive is determined to be a specified employee (as defined in Section 409A), such payment or distribution shall not be made before the date that is six months after the termination of Executive’s employment (or, if earlier, the date of Executive’s death). Payments to which a specified employee would otherwise be entitled during the first six months following the Date of Termination shall be accumulated and paid on the first date of the seventh month following the Date of Termination. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit. Notwithstanding any provision in this Agreement to the contrary, (x) Executive shall have no right to determine, directly or indirectly, the year of any payment subject to Section 409A; (y) if Executive does not sign the release required by Section 4(e) of this Agreement within the release consideration period or revokes the release

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before it becomes effective, Executive shall forfeit any right to the payment, and (z) if the release consideration period begins in one taxable year and ends in a second taxable year, any payments that would have been made in the first taxable year shall be made in the second taxable year to the extent required by Section 409A and the regulations and guidance issued thereunder. Finally, any installment payments under this Agreement shall be treated as a separate payment for purposes of Section 409A. [In the event that the parties reasonably agree that this Agreement or the payments under this Agreement do not comply with Section 409A, the parties shall cooperate to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic intent.]²⁶

17. Section 280G.

(a) Notwithstanding anything herein or in the Employment Agreement to the contrary, in the event that the Company’s then current independent registered public accounting firm or another accounting or similar firm selected by the Company, subject to Executive’s approval which shall not be unreasonably withheld (the “Accounting Firm”), shall determine that any payment or distribution of any type to or for the Executive’s benefit made by the Company, by any of its Subsidiaries, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, the Employment Agreement or otherwise (collectively, the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Accounting Firm shall determine whether such payments or distributions or benefits shall be reduced to such lesser amount as would result in no portion of such payments or distributions or benefits being subject to the Excise Tax. Such reduction shall occur if and only to the extent that it would result in the Executive retaining, on an after-tax basis (taking into account federal, state and local income taxes, employment, social security and Medicare taxes, the imposition of the Excise Tax and all other taxes, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to the Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made) a larger amount as a result of such reduction than the Executive would receive, on a similar after tax basis, if the Executive received all of the Total Payments. If the Accounting Firm determines that the Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then the Executive may elect, at his option, to retain all of the Total Payments. If the Total Payments are to be reduced, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a “parachute payment” (as defined under Section 280G of the Code and the regulations thereunder); (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) reduction of any continued employee benefits; and (4)

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cancellation or reduction of any accelerated vesting of equity awards. In selecting the equity awards (if any) for which vesting will be cancelled or reduced under clause (4) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of reduced Total Payments provided to the Executive, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A, awards instead shall be selected in the reverse order of the date of grant. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. The Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite Section 280G of the Code computations and analysis, and the Accounting Firm shall provide a written report of its determinations, hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify the Executive and the Company to that effect. In the absence of manifest error, all determinations made by the Accounting Firm under this Section 17(a) shall be binding on the Executive and the Company and shall be made as soon as reasonably practicable and in no event later than thirty (30) days following the later of the Executive’s Date of Termination or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm.

(b) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services to be provided by the Executive (including the Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations.

(c) If it is ultimately determined (by IRS private letter ruling or closing agreement, court decision or otherwise) that the Executive’s Total Payments were reduced by too much or by too little in order to accomplish the purpose of this Section 17, the Executive and the Company shall promptly cooperate to correct such underpayment or overpayment in a manner consistent with the purpose of this Section 17, provided, however, that in no event shall such a correction be made if doing so would be a violation of the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

Exhibit A

[Attached]

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Exhibit 10.5

FORM OF RESTRICTIVE COVENANT AGREEMENT¹

This RESTRICTIVE COVENANT AGREEMENT (“Agreement”), entered into and effective as of [_________], is by and between [            ] (“Employee”) and Compass Minerals International, Inc. by and on behalf of itself and any parent companies, successor companies, direct and indirect subsidiaries, other affiliated companies and assigns (hereinafter referred to collectively as “Company”).

WITNESSETH

[WHEREAS, Company and the Employee previously entered into a Restrictive Covenant Agreement (the “Prior Agreement”); and]²

WHEREAS, in consideration of the [employment]³ [continued employment]⁴ of Employee by Company and as a condition of Employee’s eligibility for any incentive compensation from Company (as applicable), Company and the Employee desire to enter into this Agreement[ which will supersede the Prior Agreement in its entirety]⁵.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, Company and the Employee hereby agree as follows:

1. Non-Solicitation Agreement.

a. Acknowledgments. Employee acknowledges Company’s confidential/trade secret information and relationships with its customers, clients, employees, and other business associations are among Company’s most important assets. Employee further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for developing and maintaining such information/relationships.

b. Non-Solicitation of Employees. Employee agrees that, during Employee’s employment with Company and for a period of [two years]⁶ [one year]⁷ after termination of Employee’s employment with Company for any reason (regardless of who initiates such termination), Employee will not directly or indirectly, whether for Employee’s benefit or for the benefit of a third party, recruit, solicit, or induce, or attempt to recruit, solicit, or induce: (1) anyone employed by Company to terminate employment with, or otherwise cease a relationship with, Company, other than in the good-faith performance of Employee’s duties to Company; or (2) anyone employed by Company at any time during the one year immediately preceding termination of Employee’s employment with Company to provide services of any kind to a competitor of Company. Employee further agrees that Employee shall not hire/otherwise engage/supervise any individual described in (1) or (2) of this paragraph 1.b, including in the event any such individual approaches Employee about providing services to a Company competitor. This Section 1.b. shall not prohibit Employee from providing references for any employee of Company or from making solicitations for employees through a general advertisement not directed specifically at employees of Company.

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c. Non-Solicitation of Customers. Employee agrees that, during Employee’s employment with Company and for a period of [two years]⁸ [one year]⁹ after termination of Employee’s employment with Company for any reason (regardless of who initiates such termination), Employee will not directly or indirectly, whether for Employee’s benefit or for the benefit of a third party, solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any of the clients, customers, accounts, distributors, suppliers, vendors or business partners or demonstrably (based upon material activities by Company) prospective clients, customers, accounts, distributors, suppliers, vendors, or business partners of Company, in each case within the geographic regions for which Employee is responsible at any time within the one year immediately preceding termination of Employee’s employment with Company (collectively, the “Territory”). Employee further agrees Employee will not, for the period specified in this paragraph 1.c., do business in any way with respect to competitive activities with any entity covered by this paragraph 1.c within the Territory.

2. Non-Competition Agreement.

a. Acknowledgments. Employee acknowledges Company’s confidential/trade secret information and relationships with its customers, clients, employees, and other business associations are among Company’s most important assets. Employee further acknowledges that, in his/her employment with Company, he/she will have access to such information/relationships and be responsible for developing and maintaining such information/relationships. Employee acknowledges that Company’s business encompasses all of Company’s operations, its main products and services, what subsidiaries it owns, and what markets it operates in and that for purposes of this Agreement, Company’s “Business” shall at all times mean those operations, products and services as described in Company’s most recently filed annual report on Form 10-K with the U.S. Securities and Exchange Commission (the “SEC”).

b. Restriction on Competition. The restriction on competition in this paragraph extends to all geographic areas within the Territory. Employee agrees that, during Employee’s employment with Company and for a period of [two years]¹⁰ [one year]¹¹ after termination of Employee’s employment with Company for any reason (regardless of who initiates such termination), Employee will not directly or indirectly compete with Company or Company’s Business within the Territory. This agreement not to compete means Employee will not, among other things, whether as an employee, independent contractor, consultant, owner, officer, director, stockholder, partner, or in any other capacity (1) be affiliated with any business competitive with Company or Company’s Business within the Territory or (2) solicit orders as an agent for any product or service that is competitive with any product or services provided by Company or Company’s Business within the Territory. Nothing in this Section 2.b. shall prohibit Employee from being a passive owner of less than 5% of the outstanding equity of any entity. In addition, following Employee’s termination of employment, nothing herein or

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otherwise shall prevent or prohibit Employee from having an equity interest in, or providing services to, (x) a private equity or hedge fund that has investments in the Business, (y) a subsidiary, division or affiliate of an entity engaged in the Business as long as such subsidiary, division or affiliate does not engage in competition with Company in a manner prohibited hereunder for Employee to be employed by it if it were a stand-alone company or (z) a company that engages in the Business, but derives less than 5% of such company’s annual gross revenue from the Business; provided that, in each of clauses (x), (y), or (z), Employee does not provide services, directly or indirectly, to the Business and does not have any direct reports who provide services, directly or indirectly, to the Business, it being understood that, for purposes of (z) above, Employee shall not be considered to be providing direct or indirect services to the Business if the person in charge of the Business is not Employee or a direct report of Employee. [Notwithstanding anything in this Agreement to the contrary, this Agreement shall not be construed in any way to limit or restrict Employee’s right to practice law in any jurisdiction, including, without limitation, as in-house legal counsel to any company in any industry.]¹²

3. Confidentiality and Security.

(a) Confidential Information. Employee understands and acknowledges that during the course of employment with Company, Employee will have access to and learn about confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to Company’s Business, including its existing and prospective customers, suppliers, and other associated third parties (“Confidential Information”). Employee further understands and acknowledges that this Confidential Information and Company’s ability to reserve it for the exclusive knowledge and use of Company is of great competitive importance and commercial value to Company, and that improper use or disclosure of the Confidential Information by Employee may cause irreparable harm to Company, for which remedies at law may not be adequate and may also cause Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties and civil damages or penalties.

For purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, research, operations, services, strategies, agreements, contracts, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, applications, operating systems, pricing information, customer information and customer lists of Company and Company’s Business or of any other person or entity that has entrusted information to Company in confidence. The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

Employee understands and agrees that Confidential Information developed by Employee in the course of Employee’s employment by Company shall be subject to the terms and conditions of this Agreement as if Company furnished the same Confidential Information to Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public or within Company’s industry, provided that such disclosure to the public or within the Company’s industry is through no direct or indirect fault of Employee or person(s) acting on Employee’s behalf.

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(b) Disclosure and Use Restrictions.

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4. Non-Disparagement. Employee will not disparage in any way, or make negative comments of any sort, about the Company, its employees, customers, or vendors, whether orally or in writing, and whether to a third party or to an employee of the Company. Similarly, the Company will instruct its executive officers of the Company not to disparage in any way or make negative comments of any sort about Employee or Employee’s employment with the Company, whether orally or in writing and whether to a third party or to an employee of the Company. This prohibition does not limit Employee’s right to file a charge with, or participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, National Labor Relations Board, SEC, Department of Labor or OSHA), nor does it require Employee to provide anything other than truthful information in good faith to the best of Employee’s ability. Similarly, this prohibition does not prohibit the Company or any executive officer of the Company from making truthful disclosures to a federal, state or local government agency or a state or federal court of competent jurisdiction that are reasonably appropriate in connection with any litigation between Employee and Company (whether such litigation is initiated by Employee or by Company) or providing truthful testimony or otherwise disclosing information as required by law. Either party may make truthful statements to rebut disparaging statements made by the other party.

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5. General Provisions.

a. Legal and Equitable Relief. Employee specifically acknowledges and agrees that, in interpreting/enforcing this Agreement, a court should honor the parties’ intent to the maximum extent possible. As such, Employee specifically acknowledges and agrees (1) the restrictions in paragraphs 1-4 are necessary for the protection of the legitimate business interests, goodwill, and Confidential Information of Company and its Business; (2) the duration and scope of the restrictions in paragraphs 1-4 are reasonable as written; (3) if a court of competent jurisdiction determines the restrictions in paragraphs 1-4 are overbroad, then such court should modify those restrictions so as to be enforceable rather than void the restrictions regardless of any law or authority to the contrary, it being the parties’ intent in this Agreement to restrain unfair competition; and (4) in the event of any actual or threatened breach, Company shall, to the maximum extent allowed, have the right to suspend bonus payments, benefits, and/or any exercise of stock options or settlement of other equity awards. Employee further specifically acknowledges and agrees any breach of paragraphs 1-4 will cause Company substantial and irreparable harm and, therefore, in addition to such other remedies that may be available, including the recovery of damages from Employee, Company shall have the right to injunctive relief to restrain or enjoin any actual or threatened breach of the provisions of paragraphs 1-4. Employee further specifically acknowledges and agrees that, if Company prevails in a legal proceeding to enforce this Agreement, then Company shall be entitled to recover its costs and fees incurred, including its attorney’s fees, expert witness fees, and out-of-pocket costs, in addition to any other relief it may be granted.

b. Severability. The terms and provisions of this Agreement are severable in whole or in part. If a court of competent jurisdiction determines any term or provision of this Agreement is invalid, illegal, or unenforceable, then the remaining terms and provisions shall remain in full force and effect.

c. Assignment. Employee may not assign this Agreement. Company may assign this Agreement in its discretion to any parent/subsidiary company or successor in interest to the business, or part thereof, of Company.

d. Governing Law and Consent to Jurisdiction. Interpretation/enforcement of this Agreement shall be subject to and governed by the laws of the State of Kansas, irrespective of the fact that one or both of the parties now is or may become a resident of a different state and notwithstanding any authority to the contrary. Employee hereby expressly submits and consents to the exclusive personal jurisdiction and exclusive venue of the federal and state courts of competent jurisdiction in the State of Kansas, notwithstanding any authority to the contrary.

e. No Conflicting Agreements. Employee represents to Company (1) there are no restrictions, agreements, or understandings whatsoever to which Employee is a party that would prevent or make unlawful Employee’s execution or performance of this Agreement or employment with Company and (2) Employee’s execution of this Agreement and employment with Company does not constitute a breach of any contract, agreement, or understanding, oral or written, to which Employee is a party or by which Employee is bound.

f. Disclosure of Agreement. In the event Company has reason to believe Employee has breached or may breach this Agreement, Employee agrees Company may disclose this Agreement, without risk of liability, to a current or prospective employer of Employee or other business entity.

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g. Survival. The obligations contained in this Agreement survive the termination, for any reason whatsoever, of Employee’s employment with Company (regardless of who initiates such termination) and shall thereafter remain in full force and effect as written. The obligations contained in this Agreement also survive the promotion, transfer, demotion, and/or other change to the terms/conditions of Employee’s employment, regardless of reason, and shall thereafter remain in full force and effect as written.

h. Nature of Agreement. This Agreement [, the Employment Agreement entered into between Employee and the Company, dated [            ],]¹³ and Executive’s Confidentiality Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements or understandings between the parties with respect to such matters[, including, without limitation, the Prior Agreement]¹⁴. This Agreement may be modified or amended only by an agreement in writing signed by both parties. This is not an employment agreement. [Employee’s employment with Company is and shall be at will for all purposes.]¹⁵

i. No Waiver. The failure of either party to insist on the performance of any of the terms or conditions of this Agreement, or failure to enforce any of the provisions of this Agreement, shall not be construed as a waiver or a relinquishment of any such provision. Any waiver or failure to enforce on any one occasion is effective only in that instance, and the obligations of either party with respect of any provision in this Agreement shall continue in full force and effect.

j. Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:

[Signature Page Follows]

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BY COMPLETING AND EXECUTING THIS AGREEMENT, LEGAL RIGHTS AND DUTIES ARE CREATED. EMPLOYEE IS HEREBY ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL AS TO ALL MATTERS CONTAINED IN THIS DOCUMENT.