Intrepid Potash, Inc. — Director's Dealing 2012

Mar 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intrepid Potash, Inc. (IPI)
CIK: 0001421461
Period of Report: 2012-03-05

Reporting Person: HONEYFIELD DAVID W (President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	A	19323	—	Acquired	53071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Performance Units (TSR)	$	A	4830	Acquired		Common Stock (4830)	Direct
2012-03-05	Performance Units (Production)	$	A	4830	Acquired		Common Stock (4830)	Direct

Footnotes

F1: Represents a grant of restricted stock that will vest in three equal annual installments beginning on February 25, 2013, subject to the reporting person's continued employment with the company through the vesting date.

F2: Represents 23,140 unrestricted shares of common stock and 29,931 shares of restricted stock.

F3: Each performance unit initially represents a contingent right to receive one share of company common stock. The performance units will vest in three equal annual installments beginning on February 25, 2013, subject to the reporting person's continued employment with the company through the vesting date. Upon vesting, each performance unit will be settled in a number of shares of common stock ranging from 0% to 150% of the performance unit depending on the company's relative total shareholder return in 2012 as compared to a group of selected peer companies and an index. The performance units also vest in the event of a qualifying change of control and vest on a limited basis in the case of death or disability.

F4: Each performance unit initially represents a contingent right to receive one share of company common stock. The performance units will vest in three equal annual installments beginning on February 25, 2013, subject to the reporting person's continued employment with the company through the vesting date. Upon vesting, each performance unit will be settled in a number of shares of common stock ranging from 0% to 150% of the performance unit depending on the company's actual production results as compared to budget. The performance units also vest in the event of a qualifying change of control and vest on a limited basis in the case of death or disability.

F5: The performance units will be forfeited upon a termination of employment for any reason other than death and disability.