To the extent permitted by law and ​’s current group medical and dental plans, Shaw is eligible to continue, following February 29, 2016, for the period of time provided by, and in accordance with, the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), group medical and dental insurance for himself and his eligible dependents at his own expense, and, later to convert to an individual policy if he wishes. Shaw will be provided with a separate notice of his COBRA rights. If Shaw chooses to elect COBRA continuation coverage, ​ will pay the costs of such COBRA continuation coverage for a period of two (2) months following February 29, 2016. After the initial two (2) month period following February 29, 2016, Shaw will be personally responsible for the full payment of the costs of such COBRA continuation coverage. The cost of such COBRA continuation coverage paid by ​ will be imputed as income to Shaw as required by law and subject to all legally required deductions and withholdings.

Rapid7 | 800 Boylston Street | Prudential Tower, 29th Floor | Boston, MA 02199 | www.rapid7.com nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), and that payment of similar amounts on a taxable basis would not, then in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. The Company will also pay an additional payment on your behalf, directly to the applicable taxing authorities, (the “Gross-Up Payment”) at the time of each Special Severance Payment, in an amount equal to # the ordinary federal, state and local income and employment taxes due by you, if any, at that time (the “Taxes”) on the Special Severance Payment plus # an amount sufficient to cover the iterative Taxes on the Taxes. For clarity, this Gross-Up Payment is a full gross-up (that is, calculated ad infinitum) in the amount reasonably determined by the Company as necessary to put you in the same economic position as if you received the Special Severance Payment without incurring the Taxes. You agree to cooperate and provide ail necessary assistance and information to the Company to determine the amount of the Gross-Up Payment.

Payment of Healthcare Premiums. ​ further agrees to continue to pay the premiums required to continue group health insurance coverage for Employee through April 30, 2018, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Employee elects to continue and remains eligible for these benefits under COBRA, and does not obtain medical coverage through another employer or otherwise during this period.

COBRA premium that the Employee would be required to pay for COBRA continuation coverage

Subject to the conditions described below, Compass Minerals is prepared to offer you a lump sum severance payment (less applicable withholdings and deductions) of $603,998 to be paid in two installments as well as payment of COBRA premiums for your continued healthcare benefits for 12 months.

Medical/Dental Coverage: The Employers shall make the payments for COBRA Premiums provided for in [Section 4.3] of the Plan, beginning on the Participant's COBRA start date, for the COBRA Severance Period set forth below:

if Executive timely elects COBRA continuation coverage, the Company will pay through the COBRA Payment End Date (as defined above) the monthly premiums for the level of coverage Executive maintained on the date of termination, provided that if during the period Executive is receiving this benefit, Executive obtains new employment and becomes eligible for coverage under the group benefits plan of the new employer, Executive must promptly notify the Company in writing of such eligibility;

Certain Cash Payments. The Executive will receive # a cash severance payment equal to 2.99 multiplied by the sum of # one year of Base Salary and # the Average Bonus plus # a lump sum cash payment equal to the total premiums the Executive would be required to pay for eighteen months of continuation coverage under the Company’s health benefit plans pursuant to COBRA, determined using the COBRA premium rate in effect for the level of coverage that the Executive had in place immediately prior to the Termination Date. Subject to [Sections 3.6 and 13]3] (including any mandatory six-month payment delay), these cash payments will be paid to the Executive on the 60th day following his Termination Date.

Severance Payments and Benefits. Provided you sign and do not revoke this Agreement, within 8 days after you return the signed Agreement to the Company (after December 31, 2023), you will be paid one year of additional pay, ​ in a lump sum (gross) but less applicable taxes and authorized withholdings (“Severance Payment”). Furthermore, if you timely elect to receive continuation of your healthcare benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay for your COBRA premiums through December 31, 2024.

permitted to elect coverage, or be covered, under the Retiree Medical Plan. During the entire COBRA period, the Benefits 2000 Participant shall be responsible for the full cost of COBRA vision.