Common use of Tax Treatment; Section 409A Clause in Contracts

Tax Treatment; Section 409A. Executive’s severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, as well as FICA and withholding for applicable insurance premiums. If and to the extent any portion of any payment, compensation or other benefit provided to Executive in connection with his “separation from service” as determined under Section 409A is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (the “New Payment Date”), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 6 that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding the foregoing, to the extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Company, the Board nor its or their designees or agents shall be liable to Executive or any other person for any actions, decisions or determinations made in good faith.

Tax Treatment; Section 409A. Executive’s severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, You may incur tax liability as well as FICA and withholding a result of the exercise of the Option or the disposition of shares of Stock. You should consult your own tax adviser for applicable insurance premiumstax advice. If and to the extent any portion of any payment, compensation or other benefit provided to Executive in connection with his “separation from service” as determined under Section 409A The Option is determined not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”) and the Employee is a specified employee as defined in terms of this Agreement will be construed accordingly. However, under certain circumstances, payments or benefits under the Award may be subject to Section 409A(a)(2)(B)(i)409A. To the extent that you and this Agreement are subject to Section 409A, as determined by the Company this Agreement will be interpreted and administered in accordance with its procedures, by which determination Executive hereby agrees the intent that he is bound, such portion of the payment, compensation or other benefit shall you not be subject to tax under Section 409A. In the event that you are determined to be a “specified employee” within the meaning of Section 409A, any payments on account of termination of Service will be accumulated and paid before without interest on the first business day following the date that is six months plus one day after the date of separation from service (your termination of Service to the “New Payment Date”), except as extent required to avoid any adverse tax consequences under Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. 409A. For purposes of this Agreement, each “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid or benefit to be provided shall under this Agreement will be construed as a separate identified payment for purposes of Section 409A409A. The Committee, in its sole discretion and without your consent, may amend or modify the Option and this Agreement in any payments described in Section 6 that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or defer the delivery manner and delay payment of any such payments or benefits except amounts payable to satisfy the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this Agreement, the foregoingPlan, or any Applicable Severance Agreement to the extent that the Agreement contrary, in no event will Intrepid or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Company, the Board nor of its or their designees or agents shall Affiliates be liable to Executive Grantee or any other person on account of an Award’s failure to (a) qualify for any actionsfavorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, decisions or determinations made in good faith.including, without limitation, Section 409A.

Tax Treatment; Section 409A. Executive’s 's severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, as well as FICA and withholding for applicable insurance premiums. If and to the extent any portion of any payment, compensation or other benefit provided to Executive in connection with his “"separation from service” " as determined under Section 409A of Code is determined to constitute “"nonqualified deferred compensation” " within the meaning of Code Section 409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (the “"New Payment Date”"), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 6 that are due within the “"short term deferral period” " as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding the foregoing, to the extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Company, the Board nor its or their designees or agents shall be liable to Executive or any other person for any actions, decisions or determinations made in good faith.

Tax Treatment; Section 409A. Executive’s severance You may incur tax liability as a result of the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended to be exempt from Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or benefits shall upon settlement of Performance Units may be subject to mandatory withholding, including federal, state and local income taxes, as well as FICA and withholding for applicable insurance premiums. If and to Section 409A. To the extent any portion of any paymentthat Grantee and this Agreement are subject to Section 409A, compensation or other benefit provided this Agreement will be interpreted and administered in accordance with the intent that Grantee not be subject to Executive in connection with his “separation from service” as determined tax under Section 409A 409A. In the event that Grantee is determined to constitute be a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A 409A, any payments on account of termination of Service will be accumulated and paid without interest on the Employee is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by first business day following the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of the payment, compensation or other benefit shall not be paid before the day date that is six months plus one day after the date of separation from service (Grantee's termination of Service to the “New Payment Date”), except as extent required to avoid any adverse tax consequences under Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. 409A. For purposes of this Agreement, each “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid or benefit to be provided shall under this Agreement will be construed as a separate identified payment for purposes of Section 409A409A. The Committee, in its sole discretion and without Grantee's consent, may amend or modify this Agreement in any payments described in Section 6 that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or defer the delivery manner and delay payment of any such payments or benefits except amounts payable to satisfy the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this Agreement or the foregoing, Plan to the extent that the Agreement contrary, in no event will Intrepid or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Company, the Board nor of its or their designees or agents shall Affiliates be liable to Executive Grantee or any other person on account of an Award's failure to (a) qualify for any actionsfavorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, decisions or determinations made in good faith.including, without limitation, Section 409A.

Tax Treatment; Section 409A. Executive’s severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, You may incur tax liability as well as FICA and withholding a result of the exercise of the Option or the disposition of shares of Stock. You should consult your own tax adviser for applicable insurance premiumstax advice. If and to the extent any portion of any payment, compensation or other benefit provided to Executive in connection with his “separation from service” as determined under Section 409A The Option is determined not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”) and the Employee is a specified employee as defined in terms of this Agreement will be construed accordingly. However, under certain circumstances, payments or benefits under the Award may be subject to Section 409A(a)(2)(B)(i)409A. To the extent that you and this Agreement are subject to Section 409A, as determined by the Company this Agreement will be interpreted and administered in accordance with its procedures, by which determination Executive hereby agrees the intent that he is bound, such portion of the payment, compensation or other benefit shall you not be subject to tax under Section 409A. In the event that you are determined to be a “specified employee” within the meaning of Section 409A, any payments on account of termination of Service will be accumulated and paid before without interest on the first business day following the date that is six months plus one day after the date of separation from service (your termination of Service to the “New Payment Date”), except as extent required to avoid any adverse tax consequences under Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. 409A. For purposes of this Agreement, each “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid or benefit to be provided shall under this Agreement will be construed as a separate identified payment for purposes of Section 409A409A. The Committee, in its sole discretion and without your consent, may amend or modify the Option and this Agreement in any payments described in Section 6 that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or defer the delivery manner and delay payment of any such payments or benefits except amounts payable to satisfy the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this Agreement, the foregoingPlan, or any Applicable Severance Agreement to the extent that the Agreement contrary, in no event will Intrepid or any payment or benefit hereunder shall be deemed not to comply with Section 409AIntrepid Potash, then neither the Company, the Board nor Inc. Stock Option Agreement of its or their designees or agents shall Affiliates be liable to Executive Grantee or any other person on account of an Award’s failure to (a) qualify for any actionsfavorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, decisions or determinations made in good faith.including, without limitation, Section 409A.

Tax Treatment; Section 409A. Executive’s 's severance benefits shall be subject to mandatory withholding, including federal, state and local income taxes, as well as FICA and withholding for applicable insurance premiums. If and to the extent any portion of any payment, compensation or other benefit provided to Executive in connection with his “"separation from service” " as determined under Section 409A of the Internal Revenue Code of 1986 (the "Code") is determined to constitute “"nonqualified deferred compensation” " within the meaning of Code Section 409A and the Employee is a specified employee as defined in Code Section 409A(a)(2)(B)(i), as determined by the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from service (the “"New Payment Date”"), except as Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in Section 6 that are due within the “"short term deferral period” " as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding the foregoing, to the extent that the Agreement or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Company, the Board nor its or their designees or agents shall be liable to Executive or any other person for any actions, decisions or determinations made in good faith.

Tax Treatment; Section 409A. Executive’s severance You may incur tax liability as a result of the issuance, vesting, or settlement of the Performance Units, or amounts payable or paid under this Agreement or the disposition of any resulting shares of Stock. You should consult your own tax adviser for tax advice. Performance Units are generally intended to be exempt from Section 409A of the Code (“Section 409A”) as a short-term deferral and, accordingly, the terms of this Agreement will be construed to preserve such exemption. However, under certain circumstances, payments or benefits shall upon settlement INTREPID POTASH, INC. PERFORMANCE UNIT AGREEMENT (CAGR) 4 of Performance Units may be subject to mandatory withholding, including federal, state and local income taxes, as well as FICA and withholding for applicable insurance premiums. If and to Section 409A. To the extent any portion of any paymentthat Grantee and this Agreement are subject to Section 409A, compensation or other benefit provided this Agreement will be interpreted and administered in accordance with the intent that Grantee not be subject to Executive in connection with his “separation from service” as determined tax under Section 409A 409A. In the event that Grantee is determined to constitute be a “nonqualified deferred compensationspecified employee” within the meaning of Section 409A 409A, any payments on account of termination of Service will be accumulated and paid without interest on the Employee is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by first business day following the Company in accordance with its procedures, by which determination Executive hereby agrees that he is bound, such portion of the payment, compensation or other benefit shall not be paid before the day date that is six months plus one day after the date of separation from service (Grantee’s termination of Service to the “New Payment Date”), except as extent required to avoid any adverse tax consequences under Section 409A may then permit. The aggregate of any payments that otherwise would have been paid to Executive during the period between the date of separation from service and the New Payment Date shall be paid to Executive in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. 409A. For purposes of this Agreement, each “separation from service” and “disability” will have the meanings as defined under Section 409A and references to termination of Service will mean a “separation from service” to the extent required for compliance with Section 409A. Each amount to be paid or benefit to be provided shall under this Agreement will be construed as a separate identified payment for purposes of Section 409A409A. The Committee, in its sole discretion and without Grantee’s consent, may amend or modify this Agreement in any payments described in Section 6 that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. Neither the Company nor Executive shall have the right to accelerate or defer the delivery manner and delay payment of any such payments or benefits except amounts payable to satisfy the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the provisions requirements of Section 409A and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. Notwithstanding any provision of this Agreement or the foregoing, Plan to the extent that the Agreement contrary, in no event will Intrepid or any payment or benefit hereunder shall be deemed not to comply with Section 409A, then neither the Company, the Board nor of its or their designees or agents shall Affiliates be liable to Executive Grantee or any other person on account of an Award’s failure to (a) qualify for any actionsfavorable U.S. tax treatment or (b) avoid adverse tax treatment under U.S. law, decisions or determinations made in good faith.including, without limitation, Section 409A.