UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 15, 2019
Compass Minerals International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-31921
(Commission File Number)
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36-3972986
(I.R.S. Employer
Identification No.)
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9900 West 109
th
Street
Suite 100
Overland Park, KS 66210
(Address of principal executive offices)
(913) 344-9200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, $0.01 par value
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CMP
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment and Compensation of Chief Operations Officer
On July 18, 2019, Compass Minerals International, Inc. (the “Company”) announced the hiring and appointment of George J. Schuller, Jr. as Chief Operations Officer. Mr. Schuller is expected to join the Company in September 2019.
Prior to joining the Company, Mr. Schuller, age 56, worked for Peabody Energy Corporation, the world’s largest private sector coal company, for more than three decades, serving in both surface and underground mining operations in the United States and Australia, most recently serving as President - Australia, since April 2013. His extensive experience includes operations management for both surface and underground mining, continuous improvement and engineering services.
The Company entered into a letter agreement, effective July 15, 2019, with Mr. Schuller (the “Offer Letter”), establishing his compensation as Chief Operations Officer. In this position, Mr. Schuller will have executive responsibility for global operations across the Company’s Salt and Plant Nutrition businesses.
Pursuant to the terms of the Offer Letter, Mr. Schuller’s base salary will be $625,000 per year. Mr. Schuller’s targeted cash bonus under the Company’s Management Annual Incentive Program (“MAIP”) will be calculated at 75% of his base salary, with any bonus payments dependent on the Company’s pre-established performance goals and personal performance objectives. However, the Company agreed that Mr. Schuller’s cash bonus under the MAIP for 2019 will not be less than 124% of his annual base salary. Beginning in 2020, Mr. Schuller will also be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, which are typically granted in April each year, with a target equity award value of 190% of his annual base salary.
As provided in the Offer Letter, Mr. Schuller will also receive a “make-whole” employment inducement award consisting of (i) a one-time grant of restricted stock units with a value of $1,913,000, vesting ratably over a three-year period and (ii) a one-time cash bonus of $110,000, payable in January 2020.
Mr. Schuller will also be eligible to participate in the employee benefit plans and programs generally available to the Company’s executive officers. Under the term of the Offer Letter, he will be eligible to receive up to six months of temporary housing and three years of tax preparation reimbursement up to $15,000 per year. To support the international portion of his relocation, he is eligible to receive up to $90,000, conditioned on his current employer not providing full support for repatriation. The Offer Letter provides that Mr. Schuller’s employment with the Company is at-will.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated by reference herein. Mr. Schuller and the Company will also enter into the Company’s standard Change in Control Severance Agreement and Restrictive Covenant Agreement.
There is no arrangement or understanding between Mr. Schuller and any other person pursuant to which Mr. Schuller was appointed as Chief Operations Officer. Furthermore, there are no transactions between Mr. Schuller (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.
The Company issued a press release announcing Mr. Schuller’s appointment on July 18, 2019. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
Departure of Executive Officers
On July 18, 2019, the Company announced that Anthony J. Sepich and Diana C. Toman, both named executive officers of the Company, departed the Company effective July 17, 2019. Mr. Sepich had served as Senior Vice President, Salt. Ms. Toman had served as Senior Vice President, General Counsel and Corporate Secretary.
Mr. Sepich and Ms. Toman are entitled to severance payments under the Company’s Executive Severance Plan. As a condition to receiving these severance payments, Mr. Sepich and Ms. Toman must sign a release in the form attached as Exhibit 10.2 and Exhibit 10.3, respectively, and which are each incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Exhibit Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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COMPASS MINERALS INTERNATIONAL, INC.
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Date: July 18, 2019
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By:
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/s/ James D. Standen
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Name: James D. Standen
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Title: Chief Financial Officer
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Exhibit 10.1
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Compass Minerals
9900 W. 109th Street, Suite 100 Overland Park, KS 66210 www.compassminerals .com
913-344-9200
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July 14
,
2019
Mr. George Schuller
53/410 Stanley St
South Brisbane, Queensland 4101
Dear George,
I am pleased to confirm that Compass Minerals (CMP) wishes to invite you to join our leadership team
,
by making you this offer of employment. If you accept thi
s
offer
,
your title will be Senior Vice President, Chief Operations Officer
.
You will begin work as soon as reasonably possible on a date to
be
mutually agreed upon. The posit
i
on will be located at our corporate office in Overland Park, Kansas
.
Senior Vice President
,
Chief Operations Officer is a full-time exempt position. Your annual gross starting salary will be $625,000.00
.
In addition to your ba
s
e
s
alary, you will be eligible to participate in the performance- based CMP Management Annual Incentive Plan (MAIP) with a targeted bonus equal to 75% of your base salary ($468
,
750
.
00). You will also be eligible to participate in the CMP Long Term Incentive Plan (LTIP) starting in 2020. For your position, the target is 190% of your base salary ($1
,
187
,
500
.
00).
As an inducement to accept this offer of employment
,
you will r
e
ceive a make-whole award to compensate you for outstanding awards you will be forfeiting upon termination of employment with your current employer. You will receive a one-time grant of restricted stock unit
s
(RSUs) valued at $ 1
,
913,000
.
00
.
These RSUs will be subject to a three year ratable vesting
t
erm
,
and will be subject to immediate vesting upon termination by CMP without "cause"
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or by you for "good reason"
,
death
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or "disability" as further defined at the end of this offer letter.; Further, you will receive a one-time cash payment totaling the gross amount of $110
,
000
.
00, payable on the first pay period of January 2020. Finally, your first year bonus (for performance year 2019) will be guaranteed at no less than 124%, paid in cash within the annual MAIP cycle
.
Any payments upon separation of employment referenced in this offer letter will be conditioned upon the
s
igning of a general release of claims prepared by CMP
.
To facilitate your relocation to the Overland Park area, you are eligible for our Executive Relocation benefit for a U.S
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domestic relocation, with up to six (6) months of temporary housing and three years tax preparation reimbursement up to $15,000 per year. Additionally
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you will be eligible to receive up to $90,000.00 to support the international portion of your relocation which is conditional on your current company not providing full support for repatriation. Reasonable additional international expenses
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if any
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may be considered as well. Please note that this does not include any buy-out option of a current primary residence or home equity loss guarantee
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A copy of the relocation plan w
i
ll be provided to you
.
E
ff
ective on your first day of employment
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you will be eligible for five weeks (25 days) of paid vacation annually.
You will also be offered and, if accepted, required to sign
a Change
in Control Agreement. As
a
condition of employment, you will also be required to
sign a
Restrictive
Covenant
Agreement. We have enclosed the
standard
Change in
Control
Agreement and Restrictive
Covenant
Agreement for your review.
We
will
also
provide to you upon acceptance,
other standard employment
documents applicable to other
CMP
employees.
This offer of employment is conditional upon
the
verification of a satisfactory background investigation
and
reference checks,
verification
of your authorization to work in the U.S.
,
satisfactorily passing
a drug
screen,
and the execution of
the
Restrictive
Covenant
Agreement.
The Immigration
and Control
Act of 1986 requires
employers
to
verify
that every new hire is either
a U.S. citizen
or
eligible
to be employed in this country. We are required to examine and will copy
any one of
the following: US passport, certification
of U.S. citizenship
or naturalization, a valid foreign passport authorizing U.S. employment, a resident alien card
containing employment,
a resident alien card containing employment authorization,
or
other document designated by the Immigration
and
NaturalizationService.
Alternatively, verification can be
accomplished
by providing two forms
of
documentation
one which established
identity
and one,
which
establishes
employment eligibility.
Examples
of documents,
which show
employment eligibility: Social Security
card
or birth certificate; and examples,
which are
proof of
identity:
driver's license
or
other state issued
card,
which contain photograph
or other identifying
information.
The
above documentation must be presented prior to commencing
employment.
Please
bring
the appropriate items on
your start
date.
Please
sign
the duplicate copy of
this
letter,
acknowledging
your
acceptance
and
anticipated employment
date
and
return to me by July 29,
2019
.
I look
forward
to
you
joining
Compass Minerals.
Sincerely,
/s/ Kevin Crutchfield
Kevin
Crutchfield
President
and CEO
By signing this letter below,
you
understand and
agree
that
your employment with
the company
is at-will.
That is, your employment is not for any
specified
duration and you or the
Company
may terminate it,
at any
time
,
with
or without cause
and without
notice.
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/s/ George Schuller, Jr
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July 15, 2019
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George Schuller, Jr
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Date
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Employment date: August-, 2019
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_____________________________
i For purposes of this offer letter, "Cause" is defined as CMP's termination of your employment with the Company as a result of (i) your (a) indictment for, conviction of, or plea of guilty or nolo contendcre to, a federal securities laws violation or a felony involving moral turpitude; or (b) conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving moral turpitude; or (ii) CMP's good faith belief of (a) your willful breach of the Restrictive Covenant Agreement; (b) your fraud, embezzlement, theft or dishonesty against CMP; or (c) your willful violation ofa policy or procedure of CMP resulting in material harm to CMP. The term "willful'' means those acts taken or not taken in bad faith and without reasonable belief such action or inaction was in the best interests of CMP or its affiliates.
The term "Disability" means that you must, by reason of any medically detenninable 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 your employment (or, if none, covering CMP's employees).
"Good Reason" means your voluntary termination of employment (e.g. resignation) with CMP or a subsidiary as a result of: (i) a material adverse change in your duties or responsibilities; provided, however, that Good Reason shall not be deemed to occur upon a change in your (a) reporting structure, (b) title, (e) duties or responsibilities that is a result of the Company no longer being a publicly-traded entity, or (d) duties or responsibilities that are part of an across-the-board change in duties or responsibilities of your level; (ii) a reduction of more than 10% of your target total direct compensation (which includes base salary, annual incentives and long term incentives); provided however that Good Reason shall not include such a reduction that is part of an across the-board reduction applicable to employees at your level; or (iii) CMP's permanent relocation of your employment by more than
50
miles from your primary office location and by more than 50 mites of your principal residence. No voluntary tennination by you shall constitute a termination for "Good Reason" unless you provide written notice of your proposed tennination due to Good Reason with particulars to the CEO not later than 90 days following the initial occurrence of that condition and the Company has an opportunity for 30 days after receipt to remedy the condition and fails to reasonably cure such condition and you resign within 150 days after the initial occurrence potentially giving rise to Good Reason.
[The remainder of this page is intentionally blank]
CONFIDENTIAL SEVERANCE AGREEMENT
AND RELEASE OF CLAIMS
Compass Minerals International, Inc. (“Company”) and Anthony J. Sepich (“Employee”), his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Confidential Severance Agreement and General Release of Claims as “Employee”), agree as follows:
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1.
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Consideration
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Pursuant to the guidelines set forth in the Compass Minerals International, Inc. Executive Severance Plan section 8 a) - 8 b), in consideration of Employee’s agreement to this Confidential Severance Agreement and General Release of Claims (hereinafter “Agreement”), Company agrees to:
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a.
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Pay Employee a total sum of $1,648,707.33 pursuant to the guidelines set forth in the Compass Minerals International, Inc. Executive Severance Plan Company section 4, representing
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i.
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$866,000.00 in cash compensation (equal to one-time annual salary of $490,000.00, plus one times annual cash bonus at target (70%) equal to $343,000.00, plus an amount equal to 18 months of health and welfare benefits at $33,000.00) less applicable withholdings and deductions to be paid in a lump sum payment minus applicable withholding taxes no later than September 15, 2019 and
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ii.
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$782,707.33 cash payment equal to the value of shares of the Company’s stock underlying the RSUs which would have vested pursuant to Section 4(c )(i)(A), calculated based on the closing market price on July 17, 2019, granted in exchange for cancelling all Equity Awards that are RSUs, less applicable withholdings and deductions to be paid in a lump sum payment minus applicable withholding taxes no later than September 15, 2019.
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b.
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Provide Employee with outplacement assistance through Lee Hecht Harrison at the executive level; provided activation occurs by September 1, 2019.
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Employee acknowledges and agrees that Employee is not owed or entitled to any compensation, benefits, or consideration of any kind or nature whatsoever from the Company or any of the other Releasees, as defined below, except as expressly provided in this Agreement.
2.
General Release of All Claims
.
Employee hereby irrevocably and unconditionally releases, forever discharges, and covenants not to sue the Company, its affiliated corporations and entities, or their respective former and current owners, stockholders, members, managers, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, plans, benefits administrators, investors, funds, and affiliates (collectively, with Company, the “Releasees”), for and from any and all federal, state, or local laws, regulations, ordinances, claims, causes of action, liabilities, and judgments of every type and description whatsoever, known or unknown, including, but not limited to, any obligation or claim arising under public policy, contract (express or implied, written or oral), tort, or common law, including but not limited to, wrongful discharge, defamation, emotional distress,
misrepresentation, and/or obligations arising out of the Company’s employment policies or practices, employee handbooks, and/or statements by any employee or agent of Company (whether oral or written), and/or claims arising under:
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▪
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Title VII of the Civil Rights Act of 1964;
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▪
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Sections 1981 through 1988 of Title 42 of the United States Code;
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▪
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The Employee Retirement Income Security Act of 1974 ("ERISA") (as modified below);
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▪
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The Immigration Reform and Control Act;
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▪
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The Americans with Disabilities Act of 1990;
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▪
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The Age Discrimination in Employment Act of 1967 (“ADEA”);
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▪
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The Worker Adjustment and Retraining Notification Act;
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▪
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The Fair Credit Reporting Act;
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▪
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The Family and Medical Leave Act;
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▪
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The Genetic Information Nondiscrimination Act of 2008;
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▪
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The Kansas Equal Pay Act; Kan. Stat. Ann. §44-1205;
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▪
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The Kansas Act Against Discrimination; Kan. Stat. Ann. §44-1001, et seq.;
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▪
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The Kansas Age Discrimination in Employment Act; Kan. Stat. Ann. §44-1111, et seq.;
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▪
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The Kansas Infectious Disease Act (AIDS Law); Kan. Stat. Ann. §65-6001, et seq.;
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▪
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The Kansas Wage Payment Act; Kan. Stat. Ann. §44-313, et seq.;
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▪
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Kansas Minimum Wage and Overtime Law; Kan. Stat. Ann. §44-1201, et seq.;
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▪
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The Kansas Workers’ Compensation Law; Kan. Stat. Ann. §44-501, et seq.;
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▪
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The Kansas Service Letter Law; Kan. Stat. Ann. §44-808(3);
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▪
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The Kansas Right-to-Work Amendment; Kan. Const. Art. 15 § 12; or
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▪
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Any other federal, state, municipal, local law, rule, regulation, or ordinance;
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▪
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Any public policy, contract, tort, or common law; or
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▪
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Any other basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.
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3.
Claims Not Released
.
Employee is not waiving any rights he may have to: (a) his own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; and/or (d) enforce this Agreement.
4.
Governmental Agencies
. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC., etc.), nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, he shall not be entitled to recover any individual monetary relief or other individual remedies.
5.
Acknowledgments and Affirmations
.
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(a)
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Employee represents and warrants that Employee has not filed or otherwise initiated any legal action or administrative proceeding of any kind against any of the Releasees and has no knowledge that any such legal action or administrative proceeding (i) has been filed or otherwise initiated or (ii) is contemplated or threatened by any other person or entity on Employee’s behalf. Employee also hereby irrevocably and unconditionally waives and relinquishes any right to seek or recover any monetary relief or other individual remedies for or on account of any of the Released Claims whether for Employee or as a representative or on behalf of others.
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(b)
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Employee represents and warrants that Employee has not assigned, transferred or sold any of the Released Claims. Employee shall indemnify and hold harmless the Releasees from and against any liability or loss, and for any cost, expense (including attorneys’ fees), judgment, or settlement, based on or arising out of any breach of this Agreement by Employee, to the extent permitted by law.
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(c)
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Employee represents and warrants that Employee has been paid and/or has received all compensation, wages, including overtime, bonuses, commissions, vacation time, and other benefits to which Employee may be entitled from any of the Releasees except as provided in this Agreement.
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(d)
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Employee represents and warrants that Employee has been granted all leave (paid or unpaid) to which Employee was entitled under the state and/or federal FMLA and that Employee has not been discriminated or retaliated against due to Employee’s exercise of rights, if any, under the state and/or federal FMLA. Employee further affirms that Employee has no known workplace injuries or occupational diseases.
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(e)
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Employee represents and warrants that Employee has not divulged any proprietary or confidential information of the Company or any of the other Releasees. Employee represents he has returned all Company property in Employee’s possession, custody, or control whether in electronic or physical form.
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(f)
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Employee represents and warrants that Employee is not aware of any act, failure to act, practice, policy, or activity of the Company or any of the other Releasees that Employee considers to be or to have been unlawful or potentially unlawful.
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(g)
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Employee understands that no rights or claims are released or waived that might arise after Employee signs this Agreement.
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(h)
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Employee will not disparage in any way, or make negative comments of any sort, about the Company or its Affiliates, their employees, customers, or vendors, whether orally or in writing, and whether to a third party or to an employee of the Company or its Affiliates. The Company and its subsidiaries will not disparage you in any way, or make negative comments of any sort, about you. 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, NLRB, SEC, DOL or OSHA), nor does it require Employee to provide anything other than truthful information in good faith to the best of his ability.
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6.
Confidentiality
.
Employee agrees not to disclose any information regarding the existence or substance of this Confidential Severance Agreement and General Release of Claims, except to his spouse, tax advisor, and/or an attorney with whom Employee chooses to consult regarding his consideration of this Agreement, provided that any such person also shall first agree to keep the existence and substance of this Agreement confidential.
7.
Governing Law and Interpretation
. This Severance Agreement and General Release shall be governed and conformed in accordance with the laws of the state of Kansas without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of the Agreement and/or to seek any damages for breach. Should any provision of this Severance Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
8.
Severability.
In the event that any provision of this Agreement is held to be unenforceable, each and all of the other provisions of this Agreement shall remain in full force and effect.
9.
Attorney Consultation.
Employee acknowledges that he has been informed by representatives of Company that Employee may wish to consult with an attorney before signing this Agreement and have an attorney review this Agreement.
10.
Amendment
.
This Agreement may not be modified except in writing and signed by both parties.
11.
Entire Agreement
.
This Agreement sets forth the entire agreement between the parties and fully supersedes any and all prior agreements or understandings between these parties pertaining to this subject matter, except for any Non-Disclosure and Non-Solicitation Agreement executed by Employee, which is incorporated into this Agreement by reference.
EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.
EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS IT. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT.” THE REVOCATION MUST BE PERSONALLY DELIVERED OR MAILED TO ANGELA JONES, 9900 W. 109
TH
STREET, SUITE 100, OVERLAND PARK, KS 66210 AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.
THIS AGREEMENT SHALL BECOME EFFECTIVE FOLLOWING THE REVOCATION PERIOD SET FORTH IN THIS PARAGRAPH.
The parties knowingly and voluntarily signed this Confidential Severance Agreement and Release of Claims as of the date(s) set forth below:
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ANTHONY J SEPICH:
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COMPASS MINERALS INTERNATIONAL, INC.:
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By:
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By:
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Its:
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Date:
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Date:
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CONFIDENTIAL SEVERANCE AGREEMENT
AND RELEASE OF CLAIMS
Compass Minerals International, Inc. (“Company”) and Diana Toman “(Employee”), her heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Confidential Severance Agreement and General Release of Claims as “Employee”), agree as follows:
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1.
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Consideration
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Pursuant to the guidelines set forth in the Compass Minerals International, Inc. Executive Severance Plan section 8 a) - 8 b), in consideration of Employee’s agreement to this Confidential Severance Agreement and General Release of Claims (hereinafter “Agreement”), Company agrees to:
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a.
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Pay Employee a total sum of $998,431.77 pursuant to the guidelines set forth in the Compass Minerals International, Inc. Executive Severance Plan Company section 4, representing
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i.
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$701,250 in cash compensation (equal to one-time annual salary of $405,000.00, plus one times annual cash bonus at target (65%) equal to $263,250.00, plus an amount equal to 18 months of health and welfare benefits at $33,000.00) less applicable withholdings and deductions to be paid in a lump sum payment minus applicable withholding taxes no later than September 15, 2019 and
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ii.
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$297,181.77 cash payment equal to the value of shares of the Company’s stock underlying the RSUs which would have vested pursuant to Section 4(c )(i)(A), calculated based on the closing market price on July 17, 2019, granted in exchange for cancelling all Equity Awards that are RSUs, less applicable withholdings and deductions to be paid in a lump sum payment minus applicable withholding taxes no later than September 15, 2019.
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b.
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Provide Employee with outplacement assistance through Lee Hecht Harrison at the executive level; provided activation occurs by September 1, 2019.
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Employee acknowledges and agrees that Employee is not owed or entitled to any compensation, benefits, or consideration of any kind or nature whatsoever from the Company or any of the other Releasees, as defined below, except as expressly provided in this Agreement.
2.
General Release of All Claims
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Employee hereby irrevocably and unconditionally releases, forever discharges, and covenants not to sue the Company, its affiliated corporations and entities, or their respective former and current owners, stockholders, members, managers, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, plans, benefits administrators, investors, funds, and affiliates (collectively, with Company, the “Releasees”), for and from any and all federal, state, or local laws, regulations, ordinances, claims, causes of action, liabilities, and judgments of every type and description whatsoever, known or unknown, including, but not limited to, any obligation or claim arising under public policy, contract (express or implied, written or oral),
tort, or common law, including but not limited to, wrongful discharge, defamation, emotional distress, misrepresentation, and/or obligations arising out of the Company’s employment policies or practices, employee handbooks, and/or statements by any employee or agent of Company (whether oral or written), and/or claims arising under:
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Title VII of the Civil Rights Act of 1964;
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Sections 1981 through 1988 of Title 42 of the United States Code;
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The Employee Retirement Income Security Act of 1974 ("ERISA") (as modified below);
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The Immigration Reform and Control Act;
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The Americans with Disabilities Act of 1990;
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The Age Discrimination in Employment Act of 1967 (“ADEA”);
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The Worker Adjustment and Retraining Notification Act;
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The Fair Credit Reporting Act;
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The Family and Medical Leave Act;
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The Genetic Information Nondiscrimination Act of 2008;
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The Kansas Equal Pay Act; Kan. Stat. Ann. §44-1205;
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The Kansas Act Against Discrimination; Kan. Stat. Ann. §44-1001, et seq.;
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The Kansas Age Discrimination in Employment Act; Kan. Stat. Ann. §44-1111, et seq.;
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The Kansas Infectious Disease Act (AIDS Law); Kan. Stat. Ann. §65-6001, et seq.;
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The Kansas Wage Payment Act; Kan. Stat. Ann. §44-313, et seq.;
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Kansas Minimum Wage and Overtime Law; Kan. Stat. Ann. §44-1201, et seq.;
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The Kansas Workers’ Compensation Law; Kan. Stat. Ann. §44-501, et seq.;
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The Kansas Service Letter Law; Kan. Stat. Ann. §44-808(3);
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The Kansas Right-to-Work Amendment; Kan. Const. Art. 15 § 12; or
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Any other federal, state, municipal, local law, rule, regulation, or ordinance;
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Any public policy, contract, tort, or common law; or
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Any other basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.
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3.
Claims Not Released
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Employee is not waiving any rights she may have to: (a) her own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; and/or (d) enforce this Agreement.
4.
Governmental Agencies
. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC., etc.), nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, she shall not be entitled to recover any individual monetary relief or other individual remedies.
5.
Acknowledgments and Affirmations
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(a)
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Employee represents and warrants that Employee has not filed or otherwise initiated any legal action or administrative proceeding of any kind against any of the Releasees and has no knowledge that any such legal action or administrative proceeding (i) has been filed or otherwise initiated or (ii) is contemplated or threatened by any other person or entity on Employee’s behalf. Employee also hereby irrevocably and unconditionally waives and relinquishes any right to seek or recover any monetary relief or other individual remedies for or on account of any of the Released Claims whether for Employee or as a representative or on behalf of others.
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(b)
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Employee represents and warrants that Employee has not assigned, transferred or sold any of the Released Claims. Employee shall indemnify and hold harmless the Releasees from and against any liability or loss, and for any cost, expense (including attorneys’ fees), judgment, or settlement, based on or arising out of any breach of this Agreement by Employee, to the extent permitted by law.
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(c)
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Employee represents and warrants that Employee has been paid and/or has received all compensation, wages, including overtime, bonuses, commissions, vacation time, and other benefits to which Employee may be entitled from any of the Releasees except as provided in this Agreement.
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(d)
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Employee represents and warrants that Employee has been granted all leave (paid or unpaid) to which Employee was entitled under the state and/or federal FMLA and that Employee has not been discriminated or retaliated against due to Employee’s exercise of rights, if any, under the state and/or federal FMLA. Employee further affirms that Employee has no known workplace injuries or occupational diseases.
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(e)
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Employee represents and warrants that Employee has not divulged any proprietary or confidential information of the Company or any of the other Releasees. Employee represents she has returned all Company property in Employee’s possession, custody, or control whether in electronic or physical form.
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(f)
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Employee represents and warrants that Employee is not aware of any act, failure to act, practice, policy, or activity of the Company or any of the other Releasees that Employee considers to be or to have been unlawful or potentially unlawful.
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(g)
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Employee understands that no rights or claims are released or waived that might arise after Employee signs this Agreement.
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(h)
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Employee will not disparage in any way, or make negative comments of any sort, about the Company or its Affiliates, their employees, customers, or vendors, whether orally or in writing, and whether to a third party or to an employee of the Company or its Affiliates. The Company and its subsidiaries will not disparage you in any way, or make negative comments of any sort, about you. 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, NLRB, SEC, DOL or OSHA), nor does it require Employee to provide anything other than truthful information in good faith to the best of her ability.
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6.
Confidentiality
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Employee agrees not to disclose any information regarding the existence or substance of this Confidential Severance Agreement and General Release of Claims, except to her spouse, tax advisor, and/or an attorney with whom Employee chooses to consult regarding her consideration of this Agreement, provided that any such person also shall first agree to keep the existence and substance of this Agreement confidential.
7.
Governing Law and Interpretation
. This Severance Agreement and General Release shall be governed and conformed in accordance with the laws of the state of Kansas without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of the Agreement and/or to seek any damages for breach. Should any provision of this Severance Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
8.
Severability.
In the event that any provision of this Agreement is held to be unenforceable, each and all of the other provisions of this Agreement shall remain in full force and effect.
9.
Attorney Consultation.
Employee acknowledges that she has been informed by representatives of Company that Employee may wish to consult with an attorney before signing this Agreement and have an attorney review this Agreement.
10.
Amendment
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This Agreement may not be modified except in writing and signed by both parties.
11.
Entire Agreement
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This Agreement sets forth the entire agreement between the parties and fully supersedes any and all prior agreements or understandings between these parties pertaining to this subject matter, except for any Non-Disclosure and Non-Solicitation Agreement executed by Employee, which is incorporated into this Agreement by reference.
EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.
EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS IT. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT.” THE REVOCATION MUST BE PERSONALLY DELIVERED OR MAILED TO ANGELA JONES, 9900 W. 109
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STREET, SUITE 100, OVERLAND PARK, KS 66210 AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.
THIS AGREEMENT SHALL BECOME EFFECTIVE FOLLOWING THE REVOCATION PERIOD SET FORTH IN THIS PARAGRAPH.
The parties knowingly and voluntarily signed this Confidential Severance Agreement and Release of Claims as of the date(s) set forth below:
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DIANA TOMAN:
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COMPASS MINERALS INTERNATIONAL, INC.:
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By:
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By:
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Its:
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Date:
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Date:
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FOR IMMEDIATE RELEASE
Compass Minerals Announces Organizational Changes
George Schuller named Chief Operations Officer; Brad Griffith named
Chief Commercial Officer
OVERLAND PARK, Kan. (July 18, 2019) - Compass Minerals (NYSE: CMP) today announced several personnel changes aligned with a broader strategic effort to create a functional organizational structure designed to drive improved operational performance, ensure long-term growth and deliver shareholder value.
As part of the new structure, the company appointed former Peabody executive, George J. Schuller Jr., to the newly created position of chief operations officer responsible for managing all global operations across the company’s Salt and Plant Nutrition businesses. Mr. Schuller, who will join the company in early September, will work to improve operational excellence throughout our mining and other production operations to ensure safe and reliable production as well as to maximize the value of the company’s strong asset base.
Mr. Schuller brings to Compass Minerals more than three decades of experience working with Peabody in senior management roles in both surface and underground mining operations. He most recently served as president - Australia, where he led Peabody’s operating platform, which included overseeing the areas of health, safety, operations, sales and marketing, product delivery and support functions. Prior to that, he held the post of chief operating officer - Australia for nearly four years. He holds a Bachelor of Science in Engineering
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Mining from West Virginia University and a Masters of Business Administration from the University of Charleston. In 2018, Mr. Schuller received an honorary Doctorate of Engineering from West Virginia University for his contributions to the mining industry, including being a champion of inclusion and diversity throughout the industry.
The company also has named Brad Griffith to the newly created position of chief commercial officer, effective immediately. In this role, Mr. Griffith will manage all global commercial aspects of the company across the Salt and Plant Nutrition businesses, including sales and marketing, innovation, logistics and customer service. Mr. Griffith joined Compass Minerals in August 2016 as senior vice president, plant nutrition and since that time has driven product innovation, developed customer and collaborator relationships, and built sales and distribution strategies to drive growth throughout the Plant Nutrition business in North and South America.
“With this new functional organizational structure, I am confident Compass Minerals is positioned better than ever to build on our recent investments, harness our strengths and chart a clear path forward for greater success and value creation,” said Kevin S. Crutchfield, Compass Minerals president and CEO. “The addition of such a highly skilled operational leader as George combined with a strong commercial leader in Brad, should enable us to deliver improved operational results, grow our sales, and double down on our customer focus. These are important steps as we constantly strive to further increase our ability to execute and deliver on our commitments to customers, employees and shareholders.”
As a result of these organizational changes, Anthony Sepich, formerly senior vice president, salt and Diana Toman, formerly senior vice president, general counsel and corporate secretary have left the company effective immediately to pursue other opportunities. The company has initiated a search for a new general counsel.
About Compass Minerals
Compass Minerals
is a leading provider of essential minerals that solve nature’s challenges, including salt for winter roadway safety and other consumer, industrial and agricultural uses, and specialty plant nutrition minerals that improve the quality and yield of crops. The company produces its minerals at locations throughout the U.S., Canada, Brazil and the U.K., operating 21 production facilities and employing more than 3,000 personnel worldwide. Compass Minerals’ mission is to be the best essential minerals company by safely delivering where and when it matters.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the company's current expectations and involve risks and uncertainties that could cause the company’s actual results to differ materially. The differences could be caused by a number of factors including those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual and Quarterly Reports on Forms 10-K and 10-Q. The company undertakes no obligation to update any forward-looking statements made in this press release to reflect future events or developments.
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Investor/Media Contact
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Theresa Womble
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Director of Investor Relations
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+1.913.344.9362
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