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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 su
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