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EXHIBIT 10.2
Non-Competition, Non-Solicitation and Confidentiality Agreement
Section 1. In General. This Non-Competition, Non-Solicitation
and
Confidentiality Agreement (the "Agreement")
is entered into by and between
Steven P. Wolf ("Executive") and Compass
Minerals International, Inc., a
Delaware corporation (together with all of
its subsidiaries and affiliates, the
"Company"), as of January 12, 2005.
Section 2.
Non-Competition, Non-Solicitation and Confidentiality.
(a) The Executive shall not, at any time during the time he is
employed by the Company or for 24 months
thereafter:
(i) Own, acquire in any manner any ownership
interests in (except as purely passive
investments amounting to no more than
five percent of the voting equity), or
serve as a director, officer, employee,
counsel or consultant of any person, firm,
partnership, corporation, consortia,
association or other entity that purchases,
manufactures, refines, produces,
mines, distributes or markets salt, potash
or any other of the Company's
products or services produced during such
time (each, a "Competitive Business")
in any geographic market in which the
Company operates or produces or markets
its products or services, has at any time
during the preceding twelve months
operated or produced or marketed its
products or services, or, to the
Executive's knowledge, has plans to operate
or produce or market its products or
services;
(ii) Knowingly solicit, entice, persuade or induce
any individual who currently is, or at any
time during the preceding twelve
months shall have been, an officer,
director or employee of the Company, or any
of its subsidiaries or affiliates, to
terminate or refrain from renewing or
extending such person's employment with the
Company or such subsidiary or
affiliate, or to become employed by or
enter into contractual relations with or
consultant for any other individual or
entity (including without limitation any
Competitive Business), and the Executive
shall not approach any such officer,
director or employee for any such purpose
or authorize or knowingly cooperate
with the taking of any such actions by any
other individual or entity (including
without limitation any Competitive
Business) and in no event shall Executive
hire or retain the services of any such
officer, director or employee; or
(iii) Except in accordance with the Executive's
duties on behalf of the Company, knowingly
solicit, entice, persuade, or induce
any individual or entity which currently
is, or at any time during the preceding
twelve months shall have been , a customer,
consultant, vendor, supplier, lessor
or lessee of the Company, or any of its
s
