Terms & Conditions of Employment

Exhibit 10.12

The Intrepid Companies

700 17^th St., Suite 1700,

Denver, CO 80202

303 ###-###-####

303 ###-###-#### Fax

March 19, 2007

Mr. Patrick L. Avery

8291 S. Locust Grove

Meridian, ID 83642

Dear Pat,

On behalf of Intrepid Mining, LLC (Intrepid), I am pleased to offer you employment with our company with a planned starting date of April 16, 2007. This letter confirms our offer of employment as described below:

Please contact me if you have any questions regarding our offer. Upon verbal acceptance of these terms, we will proceed with preparing for your arrival. Personally, I look forward to working with you.

Terms & Conditions of Employment

Intrepid Mining, LLC (or Company) is engaged in extracting and processing of Potash, and is subject to strict Federal and State regulations. Mining Potash requires special attention to workplace health and safety. The Company desires that every employee understand and accept their individual responsibility for several important terms and conditions which are necessary to comply with applicable regulations, ensure consistency in employee relations, and provide stable business operations in our industry.

Page 2 of 2

Terms & Conditions of Employment, Continued

Relocation Assistance Program

Purpose

The purpose of this policy is to establish guidelines and requirements that must be met for reimbursement of relocation expenses incurred in relocating an employee and his/her family. For purposes of this policy, “family” means the members of the employee’s immediate family sharing residence with the employee in a bona fide dependency status, e.g., spouse, children, or other relatives whose status qualifies them as dependents under the tax statutes at the employee’s point of origin.

Scope

This policy applies to newly-hired, regular full-time exempt employees with a minimum of five years of directly related work experience in the job category or discipline for which the person is being hired.

Policy Statement

This policy, or any part thereof, shall be applied on a case-by-case basis at the discretion of the Company, taking into account the marketability of the employee’s existing residence, the need to obtain the new employee, and other factors.

Introduction

It is expected that the employee will be conscientious and use good judgment with regard to incurring Company-supported costs during the move. In all cases, receipts verifying reimbursable costs must be maintained and submitted on the Relocation Expense Report within thirty (30) days of incurring the expense. All relocation benefits must be incurred within twelve (12) months of the effective date of the employee’s new assignment.

Reimbursable Relocation Expenses

The Company will pay for:

Reimbursable Home Search Expenses:

The employee may prefer to drive to the new location for a Home Search trip. Mileage for the employee’s personal car will be reimbursed at the current Company rate.

En route expenses begin in the departure location the evening before the employee leaves their old location, if the employee is unable to reside in their old home. En route expenses end the morning after the employee arrives at the new destination city.

If the employee is unable to move into their permanent housing the day after their arrival, additional lodging and meal expenses must be claimed as Temporary Living Expenses.

Temporary living expenses include reasonable and actual lodging (hotel, motel, apartment and rental/leased/company vehicle).

The employee must complete a Relocation Expense Report on a monthly basis.

Home Sales expenses are reimbursed for the employee’s principal residence, which must be an employee-owned one or two family house, or an employee-owned condominium or townhouse.

Additional land adjoining the employee’s principal residence, not to exceed one (1) acre, may be included if the Company determines it is an integral part of your principal residence.

Ineligible properties include cooperative apartments, seasonal residences, income-producing farms, uninhabitable structures, homes under construction, properties with significant structural, safety or health problems that cannot be fully remediated, and properties with excessive liens and/or encumbrances that cannot be satisfied at time of closing.

Reimbursable costs include:

Selling expenses which are not reimbursable:

To receive your reimbursement you must submit a Relocation Expense Report with a copy of the complete Closing Statement.

Loading and transporting items of exceptional dimensions and weight, crating or special packing services require pre-approval by the Company.

The Company will not reimburse costs for any of the following:

If the employee chooses to move their own household goods, the employee should obtain adequate insurance to cover the value of their belongings. The Company will reimburse this expense.

Typical reimbursable closing costs may include:

Items, which are not reimbursable, are:

Tax Treatment

Certain Company-paid and reimbursed expenses associated with the employee’s move are considered taxable income to the employee and will, therefore, be reported on the employee’s W-2 for the calendar year(s) in which such expenses are reimbursed or paid. Under the Tax Reform Act of 1986, some of this additional income may be taken as an itemized deduction on the employee’s federal income tax return for the year(s) in which such expenses are paid. State laws may differ. Since each individual’s tax circumstances will vary, the employee should consult his or her tax advisor to ascertain the specific tax consequences of this policy. IRS Publication 521, Moving Expenses, can also provide valuable assistance.

If a reimbursed expense is eligible for a deduction, that item of income will be considered income not subject to withholding by the Company. Hence, while the Company must include that amount in the employee’s income, the Company will not withhold any taxes on such income. This does not mean that there will be no additional tax liability resulting from this additional income. If an employee has additional income subject to withholding (i.e., not deductible on your federal income tax return), that withholding will be taken from the employee’s wages as soon as all bills and reimbursements for a particular calendar year have been processed. All meal expense reimbursements are treated by the Company as compensation to the employee and therefore are subject to withholding.

Some relocation reimbursements may be fully or partially deductible on the employee’s federal and/or state tax returns. Other reimbursements may not be deductible as relocation expenses and may be subject to federal and/or state personal income tax. . The Company will report to the employee all relocation expense reimbursements and payments for relocation services made on the employee’s behalf. The Company form will be mailed to the employee after the close of the calendar year in which the employee incurred relocation expenses.

Administration

The general supervision and administering of this policy is the responsibility of the Human Resources Department. Exceptions to this policy may be made to accommodate specific local conditions with the approval of the Vice President of Human Resources.