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CMP > SEC Filings for CMP > Form 8-K on 8-Jul-2014All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statement

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Named Executive Officer

On July 8, 2014, Compass Minerals, Inc, (the "Company") announced that an agreement has been reached with Mr. Rodney Underdown, Chief Financial Officer, under which he will depart the Company on December 31, 2014 (the "Termination Date"), to pursue other professional opportunities. The announcement was contained in a press release, which is attached as Exhibit 99.1 to this Form 8-K.

While the Company's external search for a new CFO is underway, Mr. Underdown will continue serving as Chief Financial Officer, the principal financial officer and principal accounting officer. Once the CFO is named, Mr. Underdown will remain available to the Company until December 31, 2014 to assist with a transition of his responsibilities.

This agreement and departure did not result from any disagreements regarding the Company's operations, financial reporting or accounting policies, procedures, estimates or judgments.

(e) Material Compensatory Plan, Contract or Arrangement

The Company has entered into a severance agreement (the "Severance Agreement") with Mr. Underdown, which provides, among other things, a total severance amount of $832,240.00 payable in two installments, COBRA payments for 18 months and reimbursement of premiums paid for an executive disability policy for 24 months. Mr. Underdown will be eligible to receive his 2014 annual performance based incentive compensation, subject to the attainment of performance objectives under the plan. Mr. Underdown will forfeit all unvested equity grants as of the Termination Date.

The description of the Separation Agreement contained in this Form 8-K is not intended to be complete, and is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. Document
10.1 Severance Agreement dated July 7, 2014
99.1 Press Release dated July 8, 2014

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