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EXHIBIT 10.2
RESTRICTIVE COVENANT AGREEMENT
This RESTRICTIVE COVENANT AGREEMENT ("Agreement") is by and
between
Michael E. Ducey ("Executive") and Compass
Minerals International, Inc. by and
on behalf of itself and any parent
companies, successor companies, affiliated
companies, and assigns (hereinafter
referred to collectively as "Company").
In consideration of the Employment and Consulting Agreement by
and
between Executive and Company, Executive
agrees as follows.
1. NON-SOLICITATION AGREEMENT.
a. ACKNOWLEDGMENTS. Executive 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. Executive
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. Executive agrees that, from the
date
of his execution of this Agreement through
his 65th birthday, Executive will not
directly or indirectly, whether for
Executive'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; or (2) anyone employed by Company
at any time during the immediately
preceding 12 months to provide services of
any kind to a competitor of Company.
Executive further agrees that, in the event
any individual within the groups defined by
(1) and (2) of this paragraph 1.b.
approaches Executive about providing
services to a Company competitor, Executive
shall reject such approach and not
hire/otherwise engage/supervise such
individual.
c. NON-SOLICITATION OF CUSTOMERS. Executive agrees that, from the
date
of his execution of this Agreement through
his 65th birthday, Executive will not
directly or indirectly solicit, divert, or
take away, or attempt to solicit,
divert, or take away, the business or
patronage of any of the clients,
customers, or accounts, or prospective
clients, customers, or accounts, of
Company. Executive further agrees Executive
will not, for the period specified
in this paragraph 1.c., do business in any
way with any entity covered by this
paragraph 1.c.
2. NON-COMPETITION AGREEMENT
a. ACKNOWLEDGMENTS. Executive 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. Executive
further acknowledges that, in his
employment with Company, he will have access
to such information/relationships and be
responsible for developing and
maintaining such
information/relationships.
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b. RESTRICTION ON COMPETITION. Executive agrees that, from the date
of
his execution of this Agreement through his
65th birthday, Executive will not
directly or indirectly compete with the
business of Company as it existed/exists
through the termination of his employment
with Company or through his return to
the Company during the Leave Period or
Consulting Period (as defined in the
Employment And Consulting Agreement),
whichever is later. This agreement not to
compete means Executive will not, among
other things, whether as an employee,
independent contractor, consultant, owner,
officer, director, stockholder
(except as purely passive investments
amounting to no more than five percent of
the voting equity), partner, or in any
other capacity (1) be affiliated with any
business competitive with Company; (2)
solicit orders for any product or service
that is competitive with the product or
services provided by Company; or (3)
accept employment with a business that
sells or buys products or services
competitive with the products or services
of Company. The restriction on
competition in this paragraph extends to
all geographic areas serviced by
Company.
3. GENERAL PROVISIONS.
a. LEGAL AND EQUITABLE RELIEF. Executive specifically acknowledges
and
agrees that, in interpreti
