US $700,000,000 CREDIT AGREEMENT, dated as of April 20, 2016, among COMPASS MINERALS INTERNATIONAL, INC., as US Borrower, COMPASS MINERALS CANADA CORP., as Canadian Borrower, COMPASS MINERALS UK LIMITED, as UK Borrower,Credit Agreement • July 26th, 2016 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
CREDIT AGREEMENT, dated as of April 20, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (the “US Borrower”), COMPASS MINERALS CANADA CORP., a corporation continued and amalgamated under the laws of the province of Nova Scotia, Canada (the “Canadian Borrower”), COMPASS MINERALS UK LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the US Borrower and the Canadian Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties.
NON QUALIFIED STOCK OPTION AWARD AGREEMENTNon Qualified Stock Option Award Agreement • July 26th, 2016 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”), of a non-qualified stock option to the above-referenced “Optionee”, and the acceptance of the non-qualified stock option by the Optionee, pursuant to the Compass Minerals International, Inc. 2015 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Rules, Policies and Procedures adopted by the Committee for the Plan, as may be amended from time to time. The Plan and the Rules, Policies and Procedures are collectively referred to in this Agreement as the “Governing Documents”.
THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT Return on Invested Capital (ROIC) Performance CriteriaPerformance Stock Unit Award Agreement • July 26th, 2016 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of performance stock units to the above-referenced “Grantee” pursuant to the Compass Minerals International, Inc. 2015 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Rules, Policies and Procedures adopted by the Committee for the Plan, as may be amended from time to time. The Plan and the Rules, Policies and Procedures are collectively referred to in this Agreement as the “Governing Documents”.
THREE-YEAR PERFORMANCE STOCK UNIT AWARD AGREEMENT Relative Total Shareholder Return (rTSR) Performance CriteriaPerformance Stock Unit Award Agreement • July 26th, 2016 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of performance stock units to the above-referenced “Grantee” pursuant to the Compass Minerals International, Inc. 2015 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Rules, Policies and Procedures adopted by the Committee for the Plan, as may be amended from time to time. The Plan and the Rules, Policies and Procedures are collectively referred to in this Agreement as the “Governing Documents”.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 26th, 2016 • Compass Minerals International Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This Agreement evidences the grant by Compass Minerals International, Inc., a Delaware corporation (the “Company”) of restricted stock units to the above-referenced “Grantee” pursuant to the Compass Minerals International, Inc. 2015 Incentive Award Plan, as may be amended from time to time (the “Plan”), and the Rules, Policies and Procedures adopted by the Committee for the Plan. The Plan and the Rules, Policies and Procedures are collectively referred to in this Agreement as the “Governing Documents”.
