Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and you relating to the subject matter herein and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in your duties, salary or compensation will not affect the validity or scope of this Agreement.

Entire Agreement. This Agreement sets forth all the terms and conditions with respect to compensation, remuneration of payments and benefits due Executive from the Company and supersedes and replaces any and all other agreements or understandings Executive may have had with respect thereto. It may not be modified or amended except in writing and signed by both the Executive and an authorized representative of the Company.

Entire Agreement. This Agreement sets forth the entire agreement between the parties and fully supersedes any and all prior agreements or understandings between these parties pertaining to this subject matter, except for any Non-Disclosure and Non-Solicitation Agreement executed by Employee, which is incorporated into this Agreement by reference. EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNI...NG THIS AGREEMENT. EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS IT. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT." THE REVOCATION MUST BE PERSONALLY DELIVERED OR MAILED TO ANGELA JONES, 9900 W. 109TH STREET, SUITE 100, OVERLAND PARK, KS 66210 AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD. 5 EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES. THIS AGREEMENT SHALL BECOME EFFECTIVE FOLLOWING THE REVOCATION PERIOD SET FORTH IN THIS PARAGRAPH. The parties knowingly and voluntarily signed this Confidential Severance Agreement and Release of Claims as of the date(s) set forth below: ANTHONY J SEPICH: COMPASS MINERALS INTERNATIONAL, INC.: By: By: Its: Date: Date: 6 EX-10.2 3 sepichseveranceagreement.htm EXHIBIT 10.2 Exhibit Exhibit 10.2CONFIDENTIAL SEVERANCE AGREEMENT AND RELEASE OF CLAIMSCompass Minerals International, Inc. ("Company") and Anthony J. Sepich ("Employee"), his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Confidential Severance Agreement and General Release of Claims as "Employee"), agree as follows:1.Consideration. Pursuant to the guidelines set forth in the Compass Minerals International, Inc. Executive Severance Plan section 8 a) - 8 b), in consideration of Employee's agreement to this Confidential Severance Agreement and General Release of Claims (hereinafter "Agreement"), Company agrees to:a.Pay Employee a total sum of $1,648,707.33 pursuant to the guidelines set forth in the Compass Minerals International, Inc. Executive Severance Plan Company section 4, representing i.$866,000.00 in cash compensation (equal to one-time annual salary of $490,000.00, plus one times annual cash bonus at target (70%) equal to $343,000.00, plus an amount equal to 18 months of health and welfare benefits at $33,000.00) less applicable withholdings and deductions to be paid in a lump sum payment minus applicable withholding taxes no later than September 15, 2019 and ii.$782,707.33 cash payment equal to the value of shares of the Company's stock underlying the RSUs which would have vested pursuant to Section 4(c )(i)(A), calculated based on the closing market price on July 17, 2019, granted in exchange for cancelling all Equity Awards that are RSUs, less applicable withholdings and deductions to be paid in a lump sum payment minus applicable withholding taxes no later than September 15, 2019. b.Provide Employee with outplacement assistance through Lee Hecht Harrison at the executive level; provided activation occurs by September 1, 2019.Employee acknowledges and agrees that Employee is not owed or entitled to any compensation, benefits, or consideration of any kind or nature whatsoever from the Company or any of the other Releasees, as defined below, except as expressly provided in this Agreement. View More

Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company, the Guarantors and the Purchasers with respect to the preparation of the Preliminary Offering Memorandum, the General Disclosure Package, the Final Offering Memorandum, the conduct of the offering, and the purchase and sale of the Securities. This A...greement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the Purchasers, or any of them, with respect to the subject matter hereof. View More

Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings between the parties hereto with respect to indemnification are hereby terminated and of no further force or effect. This Agreement is not the exclusive means of securing indemnification rights of Indemnitee and is in addition to any rights Indemnitee ma...y have under any Constituent Documents. View More

Entire Agreement. The Credit Agreement and the other Financing Documents as and when amended through this Agreement embody the entire agreement between the parties hereto relating to the subject matter thereof and supersede all prior agreements, representations and understandings, if any, relating to the subject matter thereof. -4- 14. No Strict Construction, Etc. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or inte...rpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Time is of the essence for this Agreement. View More

Entire Agreement. This Agreement, the Non-Disclosure Agreement, the Non-Competition Agreement, the Award Agreements and the Plan contain the entire understanding and agreement between the parties, except as otherwise specified herein, and supersede any other agreement between Executive and the Company, whether oral or in writing, with respect to the same subject matter (including the Prior Agreement); provided, however, that nothing herein shall supersede or replace any of the Company's equity-based compensation ...plans and any award agreements with the Executive entered into thereunder. View More

Entire Agreement. Except as specifically set forth herein, this Agreement contains the entire agreement and understanding between the Parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.

Entire Agreement. This Agreement, the License Agreement, and the Non-Disclosure and Confidentiality Agreement, together with all schedules and Exhibits made a part hereof and thereof constitute and contain the entire agreement and final understanding between the parties covering the services to be provided by the Consultant. It is intended by the parties as a complete and exclusive statement of the terms of their agreement, and they supersede all prior negotiations and agreements, proposed or otherwise, whether w...ritten or oral, between the parties concerning Consulting Services. Any representation, promise or agreement not specifically included in this Agreement shall not be binding upon or enforceable against either party. This Agreement may be modified only with a written instrument duly executed by each of the parties. No person has any authority to make any representation or promise on behalf of any of the parties not set forth herein and this Agreement has not been executed in reliance upon any representations or promises except those contained herein. View More

Entire Agreement. This Agreement contains the entire agreement of the Parties and replaces any prior or contemporaneous written or oral representations or understandings about this matter. This Agreement may not be changed except in writing signed by the Parties or their respective attorneys.