Intrepid Potash, Inc. — Director's Dealing 2013

Feb 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intrepid Potash, Inc. (IPI)
CIK: 0001421461
Period of Report: 2013-02-25

Reporting Person: LITT MARTIN D (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-25	Common Stock	M	443	—	Acquired	32113	Direct
2013-02-25	Common Stock	F	1394	$19.26	Disposed	30719	Direct
2013-02-25	Common Stock	A	11249	—	Acquired	41968	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-25	Performance Units (Production)	$	M	724	Disposed		Common Stock (443)	Direct
2013-02-25	Performance Units (TSR)	$	A	2812	Acquired		Common Stock (2812)	Direct
2013-02-25	Performance Units (Production)	$	A	2812	Acquired		Common Stock (2812)	Direct

Footnotes

F1: Represents shares issued in settlement of vested performance units (production).

F2: Based on the company's actual production results in 2012 as compared to pre-established goals under the award, the compensation committee of the company's board of directors has certified that each performance unit (production) represents the right to receive 61.2% of a share of company common stock, subject to the award's vesting terms. The award was originally granted on March 5, 2012, and vests 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.

F3: The disposition represents the net share settlement of shares for income tax purposes upon the vesting of previously awarded restricted stock and the vesting and settlement of previously awarded performance units (production).

F4: Represents a grant of restricted stock that will vest in three equal annual installments beginning on February 25, 2014, subject to the reporting person's continued employment with the company through the vesting date.

F5: Represents 15,350 unrestricted shares of common stock and 26,618 shares of restricted stock.

F6: 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, 2014, 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 2013 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.

F7: 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, 2014, 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 in 2013 as compared to pre-established goals. 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.

F8: The performance units will be forfeited upon a termination of employment for any reason other than death and disability.