8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

_______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2011

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AMCOL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware State of Other Jurisdiction of Incorporation 1-14447 Commission File Number 36-0724340 I.R.S. Employer Identification Number

2870 Forbs Avenue

Hoffman Estates, IL 60192

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 851-1500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Change of Control Agreements – Effective June 2011

On March 11, 2011, AMCOL International Corporation (“AMCOL”), entered into Change of Control Agreements with Ryan F. McKendrick (President and Chief Executive Officer), Gary L. Castagna (Senior Vice President and President, Global Minerals), Michael Johnson (Vice President and President of CETCO Oilfield Services Company), Donald W. Pearson (Vice President, Chief Financial Officer and Treasurer) and Robert Trauger (Vice President and President of CETCO).  These agreements are effective on June 11, 2011 and terminate on June 11, 2014.

If within 120 days prior to, or twelve months following, a change of control, AMCOL terminates an executive without cause or the executive terminates his employment for good reason,  the executive is entitled to receive a lump sum cash payment equal to three times (in the case of Mr. McKendrick) or two times (in the case of Messrs. Castagna, Johnson, Pearson and Trauger) the sum of his salary and target bonus.  If a change of control occurs, the executive will be paid a prorated portion of his performance-based annual bonus and all outstanding stock options, restricted stock and other equity compensation awards become fully vested and exercisable unless otherwise required under Internal Revenue Code section 162(m).

A change of control of AMCOL is defined as one or more of the following, subject to certain exemptions:  (1) any person (other than certain AMCOL affiliates) acquires 50.1% or more of AMCOL’s common stock; (2) the AMCOL directors serving as of the end of the prior fiscal year cease to constitute at least one-half of AMCOL’s directors; or (3) the consummation by AMCOL of a merger, reorganization, consolidation, or similar transaction, or sale or other disposition of 50.1% of the consolidated assets of AMCOL.  In addition, for Messrs. Castagna,  Johnson and Trauger, a change of control will be deemed to have occurred if AMCOL sells a majority of the stock or assets of the Minerals and Materials segment, Oilfield Services segment or Environmental segment, respectively, and the respective officer oversees the operation of such segment.

The Change of Control Agreements incorporate by reference the confidentiality and non-compete provisions of previously executed Confidentiality Agreements and Covenants Not to Compete which  contain confidentiality and one year non-competition and non-solicitation covenants in favor of AMCOL.

Good reason is defined, subject to notice requirements and an opportunity for AMCOL to remedy the condition, as the occurrence of any of the following events: (1) any material reduction in executive’s duties and responsibilities; (2) any material reduction in executive’s base salary, target bonus opportunity or equity compensation; or (3) any relocation of executive without consent to a facility more than fifty miles away.  Cause is defined as the occurrence of any of the following events: (1) executive’s commission of a felony or misdemeanor that involves fraud, dishonesty or moral turpitude; (2) subject to a notice and cure provision, executive’s material breach of the Change of Control Agreement or Confidentiality Agreement and Covenant Not to Compete; (3) willful or intentional material misconduct by executive in the performance of his duties; (4) executive performs his duties in a manner that is grossly negligent; and/or (5) executive fails to cooperate in any governmental investigations or proceedings.

Executive Severance Plan – Effective June 2011

In March 2011, AMCOL’s Compensation Committee adopted the AMCOL International Corporation Executive Severance Plan, effective on June 11, 2011.  The Compensation Committee can terminate or amend the Executive Severance Plan at any time.  Any such termination shall not effect those employees previously terminated and receiving payments.  Each of Messrs. Castagna, Johnson, McKendrick, Pearson and Trauger will participate in the Executive Severance Plan.

Pursuant to the Executive Severance Plan, if an executive is involuntarily terminated in certain circumstances, AMCOL will provide for base salary for twenty-four months (in the case of Mr. McKendrick) or for eighteen months (in the case of Messrs. Castagna, Johnson, Pearson and Trauger), as well as payment of the executive’s COBRA premium for a period of 18 months.  No such amounts will be paid under the Executive Severance Plan if the executive is entitled to any severance benefits pursuant to a Change of Control Agreement.

The descriptions of the Change of Control Agreements and the Executive Severance Plan set forth above are qualified by reference to the full text of such agreements and plan attached hereto as exhibits and incorporated herein by reference,

Item 1.02                      Termination of a Material Definitive Agreement.

On March 11, 2011, AMCOL delivered notices of expiration of their respective Employment Agreements(the “Expiration Notices”) to Messrs. McKendrick, Castagna, Johnson, Pearson and Trauger.  Pursuant to the Expiration Notices, these Employment Agreements shall expire on June 11, 2011.

Item 9.01                      Financial Statements and Exhibits

(d)           Exhibits.

10.1 Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Gary L. Castagna

10.2 Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Michael Johnson

10.3 Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Ryan F. McKendrick

10.4 Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Donald W. Pearson

10.5 Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Robert Trauger

10.6 AMCOL International Corporation Executive Severance Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMCOL INTERNATIONAL CORPORATION
Date:	March 16, 2011	By:	/s/ Donald W. Pearson
			Donald W. Pearson
			Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
10.1	Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Gary L. Castagna
10.2	Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Michael Johnson
10.3	Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Ryan F. McKendrick
10.4	Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Donald W. Pearson
10.5	Change of Control Agreement dated March 11, 2011 by and between AMCOL International Corporation and Robert Trauger
10.6	AMCOL International Corporation Executive Severance Plan

EX-10.1

Exhibit 10.1

AMCOL INTERNATIONAL CORPORATION

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the “Agreement”) is made and entered into as of March 11, 2011 by and between Gary Castagna (the “Executive”) and AMCOL International Corporation, a Delaware corporation (the “Company”).

WHEREAS, it is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control transaction.

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

WHEREAS, the Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

WHEREAS, the Board believes that it is imperative to provide Executive with severance benefits upon Executive’s termination of employment in connection with a Change of Control to provide enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

NOW, THEREFORE, EXECUTIVE AND THE COMPANY AGREE AS FOLLOWS:

1.Term of Agreement.  This Agreement shall become effective on June 11, 2011 (the “Effective Date”) and shall terminate on  June 11, 2014 (the “Termination Date”), or upon termination of Executive’s employment more than 120 days prior to or more than one year after a Change of Control, whichever comes first.  As a further clarification of the foregoing, Executive will be entitled to the benefits provided under Section 3(a) and Section 4 of this Agreement in the following circumstances: (i) if a Change of Control occurs prior to the Termination Date and within twelve (12) months following the Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason; or (ii) if prior to the Termination Date, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and within one hundred twenty (120) days of such termination a Change of Control occurs.

2.At-Will Employment.  The Company and Executive acknowledge that Executive’s employment is and shall continue to be “at-will,” as defined under applicable law.  Executive understands that nothing in this Agreement modifies Executive’s “at-will” employment status with the Company and the Company or Executive may terminate the employment relationship at any time, with or without cause.

3.Change of Control Severance Benefits.

(a)Involuntary Termination Other Than For Cause, Death or Disability or Voluntary Termination for Good Reason In Connection With A Change of Control.  If, within one hundred twenty (120) days prior to the occurrence of a Change of Control or within twelve (12) months following the occurrence of a Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and the termination constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986 (the “Code”), then, subject to subsection (iii) below, the Company shall provide Executive with the benefits set forth below:

(i)Cash Award.  A lump sum payment in an amount equal to two times the sum of (A) the Executive’s base salary immediately prior to the Change of Control and (B) the target bonus amount for Executive under the Company’s annual bonus program with respect to the year of theChange of Control.This lump sum payment shall be paid on the sixtieth (60th) day after Executive’s “separation from service” or the Change of Control, whichever is later.

(ii)Entire Change of Control Benefits.  All of the foregoing benefits, together with those benefits provided in Section 4 hereof, shall replace and be in lieu of any other benefit to which Executive would otherwise be entitled in connection with a Change of Control, except as otherwise provided in the Company’s long-term equity incentive plans or cash incentive plans or any award agreements under such plans.

(iii)          Release.  Notwithstanding the above provisions of this Section 3(a), the Company shall not be obligated to provide the benefits under this Section 3(a) unless prior to the sixtieth (60th) day following Executive’s “separation from service” within the meaning of Code Section 409A (or Change of Control, if later) Executive has executed and delivered to the Company a general release of claims against the Company and its affiliates in substantially the form set forth on Exhibit A hereto (the “Release”) and the revocation period set forth in the release has expired.

(b)Voluntary Resignation; Termination For Cause.  If Executive’s employment terminates by reason of Executive’s voluntary resignation (which is not a Voluntary Termination for Good Reason), or if Executive is terminated for Cause, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company.

(c)Disability; Death.  If Executive’s employment with the Company terminates as a result of Executive’s Disability, or if Executive’s employment terminates due to the death of Executive, then neither Executive nor Executive’s estate shall be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive or Executive’s estate shall receive all earned but unpaid compensation as may be required by law.  If Executive dies following the termination of his employment under the circumstances described in Section 3(a) above, then Executive’s estate shall be entitled to the benefits provided in Section 3 above.

(d)Termination Apart from Change of Control.  If Executive’s employment is terminated for any reason more than one hundred twenty (120) days prior to the occurrence of a Change of Control or more than twelve (12) months following the occurrence of a Change of Control, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company .

(e)Sale of a Segment.  If the Company sells a majority of the stock or assets of an operating business segment (other than the transportation segment) and such sale does not otherwise constitute a Change of Control under this Agreement, and at the time of the sale, Executive is the chief executive officer of such segment, then the sale of a majority of the stock or assets of such segment shall be treated as a Change of Control for the Executive for purposes of Section 3(a), subject to the following:

(i)Definition of Segment.  An operating business segment (other than the transportation segment) shall be considered a segment for purposes of this Section 3(e) if the Company classifies it as a segment in its most recent filing with the Securities and Exchange Commission prior to the sale.  As of the Effective Date, the Company has three such operating business segments: Minerals and Materials; Environmental; and Oilfield Services.

(ii)Termination of Employment.  An Executive will not be considered to have terminated employment if he is offered employment with the purchaser of the segment on substantially similar terms as his employment with the Company prior to the sale.

(iii)Cash Award Calculation.  For purposes of calculating the cash award under Section 3(a)(i)(B), the target bonus amount for Executive under the Company’s annual bonus program with respect to the year immediately preceding thesale of the segment (or the year immediately preceding the termination of employment, if earlier), will be used instead of the target bonus amount with respect to the year of sale of the segment.

4.Acceleration of Vesting of Equity Awards and Payment of Prorated Annual Bonus.

(a)           Acceleration of Vesting of Equity Awards.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), all outstanding stock options, restricted stock awards and other equity compensation granted to Executive prior to or after the Effective Date shall become fully vested and exercisable upon the effective date of a Change of Control (to the extent permitted by the terms of the relevant equity compensation plan or award agreement) and will remain exercisable during the thirty (30) day period commencing on the effective date of such Change of Control, to the extent shares of the Company’s common stock remain outstanding following such effective date, but in no event beyond the date any equity awards would otherwise expire but for the Change of Control, except as otherwise required with respect to an award intended to qualify as performance-based compensation under Section 162(m) of the Code.

(b)           Payment of Prorated Annual Bonus.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), the Company shall provide Executive with a payment equal to a prorated portion of his performance-based annual bonus for such year.  The prorated amount shall be determined based on performance to date and on the number of days which have elapsed in such fiscal year through the date of the Change of Control. Following receipt of this payment, Executive shall forfeit any further rights to this annual bonus.

5.Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)Cause.  “Cause” means any of the following: (i) Executive’s commission of a felony or misdemeanor that involves fraud, dishonesty or moral turpitude; (ii) Executive’s willful or intentional material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete, or any material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete that is not corrected within thirty (30) days of notice from the Company; (iii) willful or intentional material misconduct by Executive in the performance of his duties; (iv) Executive performs his duties in a manner that is grossly negligent; and/or (v) Executive fails to cooperate in any governmental investigations or proceedings.

(b)Change of Control.  “Change of Control” shall be deemed to have occurred on the first to occur of any of the following:

(i)any person (as such term is used in Rule 13d-5 under the Exchange Act) or group (as such term is defined in Section 3(a)(9) and 13(d)(3) of the Exchange Act), other than a Subsidiary, any employee benefit plan (or any related trust) of the Company or any of its Subsidiaries or any Excluded Person, becomes the Beneficial Owner (as defined in Rule 13d-3 (or any successor rule) of the Securities and Exchange Commission under the Exchange Act of 1934) of 50.1% or more of the Common Stock of the Company or of Voting Securities representing 50.1% or more of the combined voting power of the Company (such a person or group, a “50.1% Owner”), except that (A) no Change of Control shall be deemed to have occurred solely by reason of such beneficial ownership by a corporation with respect to which both more than 49.9% of the common stock of such corporation and Voting Securities representing more than 49.9% of the aggregate voting power of such corporation are then owned, directly or indirectly, by the persons who were the direct or indirect owners of the common stock and Voting Securities of the Company immediately before such acquisition in substantially the same proportions as their ownership, immediately before such acquisition, of the Common Stock and Voting Securities of the Company, as the case may be and (B) such corporation shall not be deemed a 50.1% Owner; or

(ii)             the directors serving on the Company’s Board of Directors as of the end of the fiscal year immediately preceding the date of the transaction cease for any reason to constitute at least one-half of the directors of the Company then serving; or

(iii)immediately prior to the consummation by the Company of a merger, reorganization, consolidation, or similar transaction, or a plan or agreement for the sale or other disposition of 50.1% of the consolidated assets of the Company or a plan of liquidation of the Company (any of the foregoing transactions, a “Reorganization Transaction”) which is not an Exempt Reorganization Transaction (provided however, there shall be no Change of Control unless the Reorganization Transaction is actually consummated).

Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of this Agreement would result in the imposition of an additional tax under Section 409A of the Code if the foregoing definition of “Change of Control” were to apply, but would not result in the imposition of any additional tax if the term “Change of Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section  1.409A-3(i)(5), then “Change of Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Section 409A of the Code.  For purposes of the definition of Change of Control under this Agreement, any defined terms used but not defined herein shall have the meaning set forth in the AMCOL International Corporation 2010 Long-Term Incentive Plan.

(c)Disability.  “Disability” means that Executive has been unable to perform Executive’s Company duties for more than twelve (12) weeks in any twelve (12) month period as a result of Executive’s incapacity due to physical or mental illness.

(d)Voluntary Termination for Good Reason.  “Voluntary Termination for Good Reason” means Executive voluntarily resigns from employment with the Company within thirty (30) days of one or more of the following events which occurs without Executive’s consent and which remains uncured thirty (30) days after Executive’s delivery to the Company of written notice thereof:

(i)a material reduction in Executive’s duties and responsibilities as an executive of the Company or the segment, business unit or group that is or was formerly part of the Company; provided, however, that a reduction in Executive’s duties or responsibilities solely by virtue of the Company’s being acquired and becoming part of a larger entity (e.g., when Executive continues to have the same duties and responsibilities, following a Change of Control, for the segment, business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason provided the Executive’s scope of responsibilities, reporting duties and access to senior management remain substantially similar; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a  material reduction in Executive’s duties and responsibilities has occurred and Executive resigns within thirty (30) days after the Change of Control;

(ii)a material reduction by the Company in Executive’s base salary,  target bonus opportunity or equity compensation in effect immediately prior to such reduction; and

(iii)a relocation of Executive without his or her written consent, to a facility or location more than fifty (50) miles from the Executive’s office immediately prior to the Change of Control.

6.Successors.

(a)Company Successors.  The Company will require any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets (or a majorityof an operating business segment of the Company within the meaning of Section 3(e)) to assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 5(a) or which becomes bound by the terms of this Agreement by operation of law

(b)Executive’s Successors.  The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7.Notice.

(a)General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following sending via Federal Express or other overnight courier service.  In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on file for Executive.  In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)Notice of Termination of Employment.  Any termination of Executive’s employment by the Company for Cause or Disability or by Executive pursuant to a Voluntary Termination for Good Reason shall be communicated by a notice of employment termination to the other party given in accordance with Section 7(a) of this Agreement.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective termination date (which shall be not more than thirty (30) days after the giving of such notice).  Any notice of a Voluntary Termination for Good Reason must be provided by Executive within thirty (30) days of the occurrence of a event listed in Section 5(d) above, shall set forth the facts and circumstances claimed to provide a basis for Voluntary Termination for Good Reason and allow the Company thirty (30) days in which to cure such condition.  The failure by either party to include in the notice any fact or circumstance that contributes to a showing of Voluntary Termination for Good Reason or termination for Cause or Disability shall not waive any right of the party hereunder or preclude the party from asserting such fact or circumstance in enforcing the party’s rights hereunder.

8.Executive Covenants.  Executive reaffirms that he is bound by the Company’s Confidentiality Agreement and Covenant Not to Compete, a copy of which is attached hereto as Exhibit B and incorporated by reference herein.

9.Code Section 280G.

(a)In the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under this Agreement or any other agreement which are deemed to be “parachute payments” as defined in Section 280G of the Code or any successor thereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if (A) such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times Executive’s “base amount,” as determined in accordance with Section 280G of the Code, and (B) the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (a) the amount of tax required to be paid by Executive thereon by Section 4999 of the Code and further minus (b) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then (iii) the Termination Benefits shall be reduced to the Non-Triggering Amount.

(b)If it is determined that Executive’s Termination Benefits shall be reduced pursuant to Section 8(a), the Termination Benefits shall be reduced in the following order: (i)  the acceleration of vesting of equity awards described in Section 3(a)(ii), and (ii) the cash severance payment in Section 3(a)(i).  Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits that are subject to Section 409A of the Code and benefits that are exempt from Section 409A of the Code.

(c)Any determination of whether there will be a limitation on payments to Executive pursuant to Section 8(a) above shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the Change of Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive not less than ten (10) business days prior to the Change of Control.  All fees and expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm shall be binding upon the Company and Executive.  For purposes of making the calculations required by this Section 8, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

(d)Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in a loss by the Company of any portion if its tax deduction for payments made by the Company to Executive due to the application of Section 280G of the Code.

(e)Notwithstanding any other provision of this Section 8, the Company may withhold and pay over to the Internal Revenue Service for the benefit of Executive all or any portion of the applicable taxes under Section 4999 of the Code that it determines in good faith that it is or may be in the future required to withhold, and Executive hereby consents to such withholding.

10.Miscellaneous Provisions.

(a)Arbitration.  Except as set forth in the following sentence, the parties agree to submit any and all controversies, disputes or claims arising from or relating to this Agreement to binding arbitration before a single arbitrator in Chicago, Illinois (unless the parties agree in writing to a different location) in accordance with the American Arbitration Association's National Rules for Resolution of Employment Disputes then in effect.  Any controversies, disputes or claims arising from or relating to the sale of a majority of an operating business segment of the Company as provided in Section 3(e) of this Agreement shall not be submitted to arbitration.  The determination of the arbitrator will be conclusive and binding on the Company and Executive, and judgment upon the award rendered may be entered by a court with jurisdiction.  The arbitrator shall have discretion to award reasonable attorney’s fees and costs to the prevailing party.

(b)Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Whole Agreement.  No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.  The Agreement and the Confidentiality Agreement and Covenant Not to Compete attached as Exhibit B represent the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior arrangements and understandings regarding same.

(d)Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, as applied to agreements among Illinois residents entered into and to be wholly performed within the State of Illinois (without reference to any choice or conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction).

(e)Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)Code Section 409A.  This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and such payment to comply with Section 409A of the Code.

(i)Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject to Section 409A of the Code shall be payable to Executive hereunder unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.  In addition, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.  Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(ii)Additionally, in the event that following the date hereof the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.  To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code.

(iii)For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

(iv)Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

AMCOL INTERNATIONAL CORPORATION

By:                      James W. Ashley, Jr.          

Title:                      Secretary                                             

Date:                      March 11, 2011                                            

EXECUTIVE:

                                /s/ Gary Castagna            

Gary Castagna

Date:                      March 9, 2011                    

EX-10.2

Exhibit 10.2

AMCOL INTERNATIONAL CORPORATION

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the “Agreement”) is made and entered into as of March 11, 2011 by and between Michael Johnson (the “Executive”) and AMCOL International Corporation, a Delaware corporation (the “Company”).

WHEREAS, it is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control transaction.

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

WHEREAS, the Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

WHEREAS, the Board believes that it is imperative to provide Executive with severance benefits upon Executive’s termination of employment in connection with a Change of Control to provide enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

NOW, THEREFORE, EXECUTIVE AND THE COMPANY AGREE AS FOLLOWS:

1.Term of Agreement.  This Agreement shall become effective on June 11, 2011 (the “Effective Date”) and shall terminate on  June 11, 2014 (the “Termination Date”), or upon termination of Executive’s employment more than 120 days prior to or more than one year after a Change of Control, whichever comes first.  As a further clarification of the foregoing, Executive will be entitled to the benefits provided under Section 3(a) and Section 4 of this Agreement in the following circumstances: (i) if a Change of Control occurs prior to the Termination Date and within twelve (12) months following the Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason; or (ii) if prior to the Termination Date, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and within one hundred twenty (120) days of such termination a Change of Control occurs.

2.At-Will Employment.  The Company and Executive acknowledge that Executive’s employment is and shall continue to be “at-will,” as defined under applicable law.  Executive understands that nothing in this Agreement modifies Executive’s “at-will” employment status with the Company and the Company or Executive may terminate the employment relationship at any time, with or without cause.

3.Change of Control Severance Benefits.

(a)Involuntary Termination Other Than For Cause, Death or Disability or Voluntary Termination for Good Reason In Connection With A Change of Control.  If, within one hundred twenty (120) days prior to the occurrence of a Change of Control or within twelve (12) months following the occurrence of a Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and the termination constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986 (the “Code”), then, subject to subsection (iii) below, the Company shall provide Executive with the benefits set forth below:

(i)Cash Award.  A lump sum payment in an amount equal to two times the sum of (A) the Executive’s base salary immediately prior to the Change of Control and (B) the target bonus amount for Executive under the Company’s annual bonus program with respect to the year of theChange of Control.This lump sum payment shall be paid on the sixtieth (60th) day after Executive’s “separation from service” or the Change of Control, whichever is later.

(ii)Entire Change of Control Benefits.  All of the foregoing benefits, together with those benefits provided in Section 4 hereof, shall replace and be in lieu of any other benefit to which Executive would otherwise be entitled in connection with a Change of Control, except as otherwise provided in the Company’s long-term equity incentive plans or cash incentive plans or any award agreements under such plans.

(iii)Release.  Notwithstanding the above provisions of this Section 3(a), the Company shall not be obligated to provide the benefits under this Section 3(a) unless prior to the sixtieth (60th) day following Executive’s “separation from service” within the meaning of Code Section 409A (or Change of Control, if later) Executive has executed and delivered to the Company a general release of claims against the Company and its affiliates in substantially the form set forth on Exhibit A hereto (the “Release”) and the revocation period set forth in the release has expired.

(b)Voluntary Resignation; Termination For Cause.  If Executive’s employment terminates by reason of Executive’s voluntary resignation (which is not a Voluntary Termination for Good Reason), or if Executive is terminated for Cause, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company.

(c)Disability; Death.  If Executive’s employment with the Company terminates as a result of Executive’s Disability, or if Executive’s employment terminates due to the death of Executive, then neither Executive nor Executive’s estate shall be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive or Executive’s estate shall receive all earned but unpaid compensation as may be required by law.  If Executive dies following the termination of his employment under the circumstances described in Section 3(a) above, then Executive’s estate shall be entitled to the benefits provided in Section 3 above.

(d)Termination Apart from Change of Control.  If Executive’s employment is terminated for any reason more than one hundred twenty (120) days prior to the occurrence of a Change of Control or more than twelve (12) months following the occurrence of a Change of Control, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company .

(e)Sale of a Segment.  If the Company sells a majority of the stock or assets of an operating business segment (other than the transportation segment) and such sale does not otherwise constitute a Change of Control under this Agreement, and at the time of the sale, Executive is the chief executive officer of such segment, then the sale of a majority of the stock or assets of such segment shall be treated as a Change of Control for the Executive for purposes of Section 3(a), subject to the following:

(i)Definition of Segment.  An operating business segment (other than the transportation segment) shall be considered a segment for purposes of this Section 3(e) if the Company classifies it as a segment in its most recent filing with the Securities and Exchange Commission prior to the sale.  As of the Effective Date, the Company has three such operating business segments: Minerals and Materials; Environmental; and Oilfield Services.

(ii)Termination of Employment.  An Executive will not be considered to have terminated employment if he is offered employment with the purchaser of the segment on substantially similar terms as his employment with the Company prior to the sale.

(iii)Cash Award Calculation.  For purposes of calculating the cash award under Section 3(a)(i)(B), the target bonus amount for Executive under the Company’s annual bonus program with respect to the year immediately preceding thesale of the segment (or the year immediately preceding the termination of employment, if earlier), will be used instead of the target bonus amount with respect to the year of sale of the segment.

4.Acceleration of Vesting of Equity Awards and Payment of Prorated Annual Bonus.

(a)           Acceleration of Vesting of Equity Awards.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), all outstanding stock options, restricted stock awards and other equity compensation granted to Executive prior to or after the Effective Date shall become fully vested and exercisable upon the effective date of a Change of Control (to the extent permitted by the terms of the relevant equity compensation plan or award agreement) and will remain exercisable during the thirty (30) day period commencing on the effective date of such Change of Control, to the extent shares of the Company’s common stock remain outstanding following such effective date, but in no event beyond the date any equity awards would otherwise expire but for the Change of Control, except as otherwise required with respect to an award intended to qualify as performance-based compensation under Section 162(m) of the Code.

(b)           Payment of Prorated Annual Bonus.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), the Company shall provide Executive with a payment equal to a prorated portion of his performance-based annual bonus for such year.  The prorated amount shall be determined based on performance to date and on the number of days which have elapsed in such fiscal year through the date of the Change of Control. Following receipt of this payment, Executive shall forfeit any further rights to this annual bonus.

5.Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)Cause.  “Cause” means any of the following: (i) Executive’s commission of a felony or misdemeanor that involves fraud, dishonesty or moral turpitude; (ii) Executive’s willful or intentional material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete, or any material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete that is not corrected within thirty (30) days of notice from the Company; (iii) willful or intentional material misconduct by Executive in the performance of his duties; (iv) Executive performs his duties in a manner that is grossly negligent; and/or (v) Executive fails to cooperate in any governmental investigations or proceedings.

(b)Change of Control.  “Change of Control” shall be deemed to have occurred on the first to occur of any of the following:

(i)any person (as such term is used in Rule 13d-5 under the Exchange Act) or group (as such term is defined in Section 3(a)(9) and 13(d)(3) of the Exchange Act), other than a Subsidiary, any employee benefit plan (or any related trust) of the Company or any of its Subsidiaries or any Excluded Person, becomes the Beneficial Owner (as defined in Rule 13d-3 (or any successor rule) of the Securities and Exchange Commission under the Exchange Act of 1934) of 50.1% or more of the Common Stock of the Company or of Voting Securities representing 50.1% or more of the combined voting power of the Company (such a person or group, a “50.1% Owner”), except that (A) no Change of Control shall be deemed to have occurred solely by reason of such beneficial ownership by a corporation with respect to which both more than 49.9% of the common stock of such corporation and Voting Securities representing more than 49.9% of the aggregate voting power of such corporation are then owned, directly or indirectly, by the persons who were the direct or indirect owners of the common stock and Voting Securities of the Company immediately before such acquisition in substantially the same proportions as their ownership, immediately before such acquisition, of the Common Stock and Voting Securities of the Company, as the case may be and (B) such corporation shall not be deemed a 50.1% Owner; or

(ii)the directors serving on the Company’s Board of Directors as of the end of the fiscal year immediately preceding the date of the transaction cease for any reason to constitute at least one-half of the directors of the Company then serving; or

(iii)immediately prior to the consummation by the Company of a merger, reorganization, consolidation, or similar transaction, or a plan or agreement for the sale or other disposition of 50.1% of the consolidated assets of the Company or a plan of liquidation of the Company (any of the foregoing transactions, a “Reorganization Transaction”) which is not an Exempt Reorganization Transaction (provided however, there shall be no Change of Control unless the Reorganization Transaction is actually consummated).

Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of this Agreement would result in the imposition of an additional tax under Section 409A of the Code if the foregoing definition of “Change of Control” were to apply, but would not result in the imposition of any additional tax if the term “Change of Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section  1.409A-3(i)(5), then “Change of Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Section 409A of the Code.  For purposes of the definition of Change of Control under this Agreement, any defined terms used but not defined herein shall have the meaning set forth in the AMCOL International Corporation 2010 Long-Term Incentive Plan.

(c)Disability.  “Disability” means that Executive has been unable to perform Executive’s Company duties for more than twelve (12) weeks in any twelve (12) month period as a result of Executive’s incapacity due to physical or mental illness.

(d)Voluntary Termination for Good Reason.  “Voluntary Termination for Good Reason” means Executive voluntarily resigns from employment with the Company within thirty (30) days of one or more of the following events which occurs without Executive’s consent and which remains uncured thirty (30) days after Executive’s delivery to the Company of written notice thereof:

(i)a material reduction in Executive’s duties and responsibilities as an executive of the Company or the segment, business unit or group that is or was formerly part of the Company; provided, however, that a reduction in Executive’s duties or responsibilities solely by virtue of the Company’s being acquired and becoming part of a larger entity (e.g., when Executive continues to have the same duties and responsibilities, following a Change of Control, for the segment, business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason provided the Executive’s scope of responsibilities, reporting duties and access to senior management remain substantially similar; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a  material reduction in Executive’s duties and responsibilities has occurred and Executive resigns within thirty (30) days after the Change of Control;

(ii)a material reduction by the Company in Executive’s base salary,  target bonus opportunity or equity compensation in effect immediately prior to such reduction; and

(iii)a relocation of Executive without his or her written consent, to a facility or location more than fifty (50) miles from the Executive’s office immediately prior to the Change of Control.

6.Successors.

(a)Company Successors.  The Company will require any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets (or a majorityof an operating business segment of the Company within the meaning of Section 3(e)) to assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 5(a) or which becomes bound by the terms of this Agreement by operation of law

(b)Executive’s Successors.  The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7.Notice.

(a)General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following sending via Federal Express or other overnight courier service.  In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on file for Executive.  In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)Notice of Termination of Employment.  Any termination of Executive’s employment by the Company for Cause or Disability or by Executive pursuant to a Voluntary Termination for Good Reason shall be communicated by a notice of employment termination to the other party given in accordance with Section 7(a) of this Agreement.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective termination date (which shall be not more than thirty (30) days after the giving of such notice).  Any notice of a Voluntary Termination for Good Reason must be provided by Executive within thirty (30) days of the occurrence of a event listed in Section 5(d) above, shall set forth the facts and circumstances claimed to provide a basis for Voluntary Termination for Good Reason and allow the Company thirty (30) days in which to cure such condition.  The failure by either party to include in the notice any fact or circumstance that contributes to a showing of Voluntary Termination for Good Reason or termination for Cause or Disability shall not waive any right of the party hereunder or preclude the party from asserting such fact or circumstance in enforcing the party’s rights hereunder.

8.Executive Covenants.  Executive reaffirms that he is bound by the Company’s Confidentiality Agreement and Covenant Not to Compete, a copy of which is attached hereto as Exhibit B and incorporated by reference herein.

9.Code Section 280G.

(a)In the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under this Agreement or any other agreement which are deemed to be “parachute payments” as defined in Section 280G of the Code or any successor thereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if (A) such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times Executive’s “base amount,” as determined in accordance with Section 280G of the Code, and (B) the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (a) the amount of tax required to be paid by Executive thereon by Section 4999 of the Code and further minus (b) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then (iii) the Termination Benefits shall be reduced to the Non-Triggering Amount.

(b)If it is determined that Executive’s Termination Benefits shall be reduced pursuant to Section 8(a), the Termination Benefits shall be reduced in the following order: (i)  the acceleration of vesting of equity awards described in Section 3(a)(ii), and (ii) the cash severance payment in Section 3(a)(i).  Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits that are subject to Section 409A of the Code and benefits that are exempt from Section 409A of the Code.

(c)Any determination of whether there will be a limitation on payments to Executive pursuant to Section 8(a) above shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the Change of Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive not less than ten (10) business days prior to the Change of Control.  All fees and expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm shall be binding upon the Company and Executive.  For purposes of making the calculations required by this Section 8, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

(d)Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in a loss by the Company of any portion if its tax deduction for payments made by the Company to Executive due to the application of Section 280G of the Code.

(e)Notwithstanding any other provision of this Section 8, the Company may withhold and pay over to the Internal Revenue Service for the benefit of Executive all or any portion of the applicable taxes under Section 4999 of the Code that it determines in good faith that it is or may be in the future required to withhold, and Executive hereby consents to such withholding.

10.Miscellaneous Provisions.

(a)Arbitration.  Except as set forth in the following sentence, the parties agree to submit any and all controversies, disputes or claims arising from or relating to this Agreement to binding arbitration before a single arbitrator in Chicago, Illinois (unless the parties agree in writing to a different location) in accordance with the American Arbitration Association's National Rules for Resolution of Employment Disputes then in effect.  Any controversies, disputes or claims arising from or relating to the sale of a majority of an operating business segment of the Company as provided in Section 3(e) of this Agreement shall not be submitted to arbitration.  The determination of the arbitrator will be conclusive and binding on the Company and Executive, and judgment upon the award rendered may be entered by a court with jurisdiction.  The arbitrator shall have discretion to award reasonable attorney’s fees and costs to the prevailing party.

(b)Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Whole Agreement.  No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.  The Agreement and the Confidentiality Agreement and Covenant Not to Compete attached as Exhibit B represent the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior arrangements and understandings regarding same.

(d)Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, as applied to agreements among Illinois residents entered into and to be wholly performed within the State of Illinois (without reference to any choice or conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction).

(e)Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)Code Section 409A.  This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and such payment to comply with Section 409A of the Code.

(i)Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject to Section 409A of the Code shall be payable to Executive hereunder unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.  In addition, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.  Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(ii)Additionally, in the event that following the date hereof the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.  To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code.

(iii)For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

(iv)Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

AMCOL INTERNATIONAL CORPORATION

By:              James W. Ashley, Jr.       

Title:           Secretary                                              

Date:          March 11, 2011                                               

EXECUTIVE:

               /s/ Michael Johnson                                      

Michael Johnson

Date:     March 11, 2011                                                   

 

EX-10.3

Exhibit 10.3

AMCOL INTERNATIONAL CORPORATION

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the “Agreement”) is made and entered into as of March 11, 2011 by and between Ryan F. McKendrick (the “Executive”) and AMCOL International Corporation, a Delaware corporation (the “Company”).

WHEREAS, it is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control transaction.

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

WHEREAS, the Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

WHEREAS, the Board believes that it is imperative to provide Executive with severance benefits upon Executive’s termination of employment in connection with a Change of Control to provide enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

NOW, THEREFORE, EXECUTIVE AND THE COMPANY AGREE AS FOLLOWS:

1.Term of Agreement.  This Agreement shall become effective on June 11, 2011 (the “Effective Date”) and shall terminate on  June 11, 2014 (the “Termination Date”), or upon termination of Executive’s employment more than 120 days prior to or more than one year after a Change of Control, whichever comes first.  As a further clarification of the foregoing, Executive will be entitled to the benefits provided under Section 3(a) and Section 4 of this Agreement in the following circumstances: (i) if a Change of Control occurs prior to the Termination Date and within twelve (12) months following the Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason; or (ii) if prior to the Termination Date, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and within one hundred twenty (120) days of such termination a Change of Control occurs.

2.At-Will Employment.  The Company and Executive acknowledge that Executive’s employment is and shall continue to be “at-will,” as defined under applicable law.  Executive understands that nothing in this Agreement modifies Executive’s “at-will” employment status with the Company and the Company or Executive may terminate the employment relationship at any time, with or without cause.

3.Change of Control Severance Benefits.

(a)Involuntary Termination Other Than For Cause, Death or Disability or Voluntary Termination for Good Reason In Connection With A Change of Control.  If, within one hundred twenty (120) days prior to the occurrence of a Change of Control or within twelve (12) months following the occurrence of a Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and the termination constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986 (the “Code”), then, subject to subsection (iii) below, the Company shall provide Executive with the benefits set forth below:

(i)Cash Award.  A lump sum payment in an amount equal to three (3) times the sum of (A) the Executive’s base salary immediately prior to the Change of Control and (B) the target bonus amount for Executive under the Company’s annual bonus program with respect to the year of theChange of Control.This lump sum payment shall be paid on the sixtieth (60th) day after Executive’s “separation from service” or the Change of Control, whichever is later.

(ii)Entire Change of Control Benefits.  All of the foregoing benefits, together with those benefits provided in Section 4 hereof, shall replace and be in lieu of any other benefit to which Executive would otherwise be entitled in connection with a Change of Control, except as otherwise provided in the Company’s long-term equity incentive plans or cash incentive plans or any award agreements under such plans.

(iii)Release.  Notwithstanding the above provisions of this Section 3(a), the Company shall not be obligated to provide the benefits under this Section 3(a) unless prior to the sixtieth (60th) day following Executive’s “separation from service” within the meaning of Code Section 409A (or Change of Control, if later) Executive has executed and delivered to the Company a general release of claims against the Company and its affiliates in substantially the form set forth on Exhibit A hereto (the “Release”) and the revocation period set forth in the release has expired.

(b)Voluntary Resignation; Termination For Cause.  If Executive’s employment terminates by reason of Executive’s voluntary resignation (which is not a Voluntary Termination for Good Reason), or if Executive is terminated for Cause, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company.

(c)Disability; Death.  If Executive’s employment with the Company terminates as a result of Executive’s Disability, or if Executive’s employment terminates due to the death of Executive, then neither Executive nor Executive’s estate shall be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive or Executive’s estate shall receive all earned but unpaid compensation as may be required by law.  If Executive dies following the termination of his employment under the circumstances described in Section 3(a) above, then Executive’s estate shall be entitled to the benefits provided in Section 3 above.

(d)Termination Apart from Change of Control.  If Executive’s employment is terminated for any reason more than one hundred twenty (120) days prior to the occurrence of a Change of Control or more than twelve (12) months following the occurrence of a Change of Control, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company .

(e)Sale of a Segment.  If the Company sells a majority of the stock or assets of an operating business segment (other than the transportation segment) and such sale does not otherwise constitute a Change of Control under this Agreement, and at the time of the sale, Executive is the chief executive officer of such segment, then the sale of a majority of the stock or assets of such segment shall be treated as a Change of Control for the Executive for purposes of Section 3(a), subject to the following:

(i)Definition of Segment.  An operating business segment (other than the transportation segment) shall be considered a segment for purposes of this Section 3(e) if the Company classifies it as a segment in its most recent filing with the Securities and Exchange Commission prior to the sale.  As of the Effective Date, the Company has three such operating business segments: Minerals and Materials; Environmental; and Oilfield Services.

(ii)Termination of Employment.  An Executive will not be considered to have terminated employment if he is offered employment with the purchaser of the segment on substantially similar terms as his employment with the Company prior to the sale.

(iii)Cash Award Calculation.  For purposes of calculating the cash award under Section 3(a)(i)(B), the target bonus amount for Executive under the Company’s annual bonus program with respect to the year immediately preceding thesale of the segment (or the year immediately preceding the termination of employment, if earlier), will be used instead of the target bonus amount with respect to the year of sale of the segment.

4.Acceleration of Vesting of Equity Awards and Payment of Prorated Annual Bonus.

(a)           Acceleration of Vesting of Equity Awards.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), all outstanding stock options, restricted stock awards and other equity compensation granted to Executive prior to or after the Effective Date shall become fully vested and exercisable upon the effective date of a Change of Control (to the extent permitted by the terms of the relevant equity compensation plan or award agreement) and will remain exercisable during the thirty (30) day period commencing on the effective date of such Change of Control, to the extent shares of the Company’s common stock remain outstanding following such effective date, but in no event beyond the date any equity awards would otherwise expire but for the Change of Control, except as otherwise required with respect to an award intended to qualify as performance-based compensation under Section 162(m) of the Code.

(b)           Payment of Prorated Annual Bonus.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), the Company shall provide Executive with a payment equal to a prorated portion of his performance-based annual bonus for such year.  The prorated amount shall be determined based on performance to date and on the number of days which have elapsed in such fiscal year through the date of the Change of Control. Following receipt of this payment, Executive shall forfeit any further rights to this annual bonus.

5.Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)Cause.  “Cause” means any of the following: (i) Executive’s commission of a felony or misdemeanor that involves fraud, dishonesty or moral turpitude; (ii) Executive’s willful or intentional material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete, or any material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete that is not corrected within thirty (30) days of notice from the Company; (iii) willful or intentional material misconduct by Executive in the performance of his duties; (iv) Executive performs his duties in a manner that is grossly negligent; and/or (v) Executive fails to cooperate in any governmental investigations or proceedings.

(b)Change of Control.  “Change of Control” shall be deemed to have occurred on the first to occur of any of the following:

(i)any person (as such term is used in Rule 13d-5 under the Exchange Act) or group (as such term is defined in Section 3(a)(9) and 13(d)(3) of the Exchange Act), other than a Subsidiary, any employee benefit plan (or any related trust) of the Company or any of its Subsidiaries or any Excluded Person, becomes the Beneficial Owner (as defined in Rule 13d-3 (or any successor rule) of the Securities and Exchange Commission under the Exchange Act of 1934) of 50.1% or more of the Common Stock of the Company or of Voting Securities representing 50.1% or more of the combined voting power of the Company (such a person or group, a “50.1% Owner”), except that (A) no Change of Control shall be deemed to have occurred solely by reason of such beneficial ownership by a corporation with respect to which both more than 49.9% of the common stock of such corporation and Voting Securities representing more than 49.9% of the aggregate voting power of such corporation are then owned, directly or indirectly, by the persons who were the direct or indirect owners of the common stock and Voting Securities of the Company immediately before such acquisition in substantially the same proportions as their ownership, immediately before such acquisition, of the Common Stock and Voting Securities of the Company, as the case may be and (B) such corporation shall not be deemed a 50.1% Owner; or

(ii)the directors serving on the Company’s Board of Directors as of the end of the fiscal year immediately preceding the date of the transaction cease for any reason to constitute at least one-half of the directors of the Company then serving; or

(iii)immediately prior to the consummation by the Company of a merger, reorganization, consolidation, or similar transaction, or a plan or agreement for the sale or other disposition of 50.1% of the consolidated assets of the Company or a plan of liquidation of the Company (any of the foregoing transactions, a “Reorganization Transaction”) which is not an Exempt Reorganization Transaction (provided however, there shall be no Change of Control unless the Reorganization Transaction is actually consummated).

Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of this Agreement would result in the imposition of an additional tax under Section 409A of the Code if the foregoing definition of “Change of Control” were to apply, but would not result in the imposition of any additional tax if the term “Change of Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section  1.409A-3(i)(5), then “Change of Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Section 409A of the Code.  For purposes of the definition of Change of Control under this Agreement, any defined terms used but not defined herein shall have the meaning set forth in the AMCOL International Corporation 2010 Long-Term Incentive Plan.

(c)Disability.  “Disability” means that Executive has been unable to perform Executive’s Company duties for more than twelve (12) weeks in any twelve (12) month period as a result of Executive’s incapacity due to physical or mental illness.

(d)Voluntary Termination for Good Reason.  “Voluntary Termination for Good Reason” means Executive voluntarily resigns from employment with the Company within thirty (30) days of one or more of the following events which occurs without Executive’s consent and which remains uncured thirty (30) days after Executive’s delivery to the Company of written notice thereof:

(i)a material reduction in Executive’s duties and responsibilities as an executive of the Company or the segment, business unit or group that is or was formerly part of the Company; provided, however, that a reduction in Executive’s duties or responsibilities solely by virtue of the Company’s being acquired and becoming part of a larger entity (e.g., when Executive continues to have the same duties and responsibilities, following a Change of Control, for the segment, business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason provided the Executive’s scope of responsibilities, reporting duties and access to senior management remain substantially similar; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a  material reduction in Executive’s duties and responsibilities has occurred and Executive resigns within thirty (30) days after the Change of Control;

(ii)a material reduction by the Company in Executive’s base salary,  target bonus opportunity or equity compensation in effect immediately prior to such reduction; and

(iii)a relocation of Executive without his or her written consent, to a facility or location more than fifty (50) miles from the Executive’s office immediately prior to the Change of Control.

6.Successors.

(a)Company Successors.  The Company will require any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets (or a majorityof an operating business segment of the Company within the meaning of Section 3(e)) to assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 5(a) or which becomes bound by the terms of this Agreement by operation of law

(b)Executive’s Successors.  The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7.Notice.

(a)General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following sending via Federal Express or other overnight courier service.  In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on file for Executive.  In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)Notice of Termination of Employment.  Any termination of Executive’s employment by the Company for Cause or Disability or by Executive pursuant to a Voluntary Termination for Good Reason shall be communicated by a notice of employment termination to the other party given in accordance with Section 7(a) of this Agreement.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective termination date (which shall be not more than thirty (30) days after the giving of such notice).  Any notice of a Voluntary Termination for Good Reason must be provided by Executive within thirty (30) days of the occurrence of a event listed in Section 5(d) above, shall set forth the facts and circumstances claimed to provide a basis for Voluntary Termination for Good Reason and allow the Company thirty (30) days in which to cure such condition.  The failure by either party to include in the notice any fact or circumstance that contributes to a showing of Voluntary Termination for Good Reason or termination for Cause or Disability shall not waive any right of the party hereunder or preclude the party from asserting such fact or circumstance in enforcing the party’s rights hereunder.

8.Executive Covenants.  Executive reaffirms that he is bound by the Company’s Confidentiality Agreement and Covenant Not to Compete, a copy of which is attached hereto as Exhibit B and incorporated by reference herein.

9.Code Section 280G.

(a)In the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under this Agreement or any other agreement which are deemed to be “parachute payments” as defined in Section 280G of the Code or any successor thereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if (A) such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times Executive’s “base amount,” as determined in accordance with Section 280G of the Code, and (B) the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (a) the amount of tax required to be paid by Executive thereon by Section 4999 of the Code and further minus (b) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then (iii) the Termination Benefits shall be reduced to the Non-Triggering Amount.

(b)If it is determined that Executive’s Termination Benefits shall be reduced pursuant to Section 8(a), the Termination Benefits shall be reduced in the following order: (i)  the acceleration of vesting of equity awards described in Section 3(a)(ii), and (ii) the cash severance payment in Section 3(a)(i).  Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits that are subject to Section 409A of the Code and benefits that are exempt from Section 409A of the Code.

(c)Any determination of whether there will be a limitation on payments to Executive pursuant to Section 8(a) above shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the Change of Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive not less than ten (10) business days prior to the Change of Control.  All fees and expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm shall be binding upon the Company and Executive.  For purposes of making the calculations required by this Section 8, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

(d)Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in a loss by the Company of any portion if its tax deduction for payments made by the Company to Executive due to the application of Section 280G of the Code.

(e)Notwithstanding any other provision of this Section 8, the Company may withhold and pay over to the Internal Revenue Service for the benefit of Executive all or any portion of the applicable taxes under Section 4999 of the Code that it determines in good faith that it is or may be in the future required to withhold, and Executive hereby consents to such withholding.

10.Miscellaneous Provisions.

(a)Arbitration.  Except as set forth in the following sentence, the parties agree to submit any and all controversies, disputes or claims arising from or relating to this Agreement to binding arbitration before a single arbitrator in Chicago, Illinois (unless the parties agree in writing to a different location) in accordance with the American Arbitration Association's National Rules for Resolution of Employment Disputes then in effect.  Any controversies, disputes or claims arising from or relating to the sale of a majority of an operating business segment of the Company as provided in Section 3(e) of this Agreement shall not be submitted to arbitration.  The determination of the arbitrator will be conclusive and binding on the Company and Executive, and judgment upon the award rendered may be entered by a court with jurisdiction.  The arbitrator shall have discretion to award reasonable attorney’s fees and costs to the prevailing party.

(b)Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Whole Agreement.  No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.  The Agreement and the Confidentiality Agreement and Covenant Not to Compete attached as Exhibit B represent the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior arrangements and understandings regarding same.

(d)Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, as applied to agreements among Illinois residents entered into and to be wholly performed within the State of Illinois (without reference to any choice or conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction).

(e)Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)Code Section 409A.  This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and such payment to comply with Section 409A of the Code.

(i)Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject to Section 409A of the Code shall be payable to Executive hereunder unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.  In addition, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.  Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(ii)Additionally, in the event that following the date hereof the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.  To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code.

(iii)For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

(iv)Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

AMCOL INTERNATIONAL CORPORATION

By:        James W. Ashley, Jr.         

Title:     Secretary                                                

Date:     March 11, 2011                                                

EXECUTIVE:

              /s/ Ryan F. McKendrick                                  

Ryan F. McKendrick

Date:    March 7, 2011                    

EX-10.4

Exhibit 10.4

AMCOL INTERNATIONAL CORPORATION

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the “Agreement”) is made and entered into as of March 11, 2011 by and between Donald Pearson (the “Executive”) and AMCOL International Corporation, a Delaware corporation (the “Company”).

WHEREAS, it is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control transaction.

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

WHEREAS, the Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

WHEREAS, the Board believes that it is imperative to provide Executive with severance benefits upon Executive’s termination of employment in connection with a Change of Control to provide enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

NOW, THEREFORE, EXECUTIVE AND THE COMPANY AGREE AS FOLLOWS:

1.Term of Agreement.  This Agreement shall become effective on June 11, 2011 (the “Effective Date”) and shall terminate on  June 11, 2014 (the “Termination Date”), or upon termination of Executive’s employment more than 120 days prior to or more than one year after a Change of Control, whichever comes first.  As a further clarification of the foregoing, Executive will be entitled to the benefits provided under Section 3(a) and Section 4 of this Agreement in the following circumstances: (i) if a Change of Control occurs prior to the Termination Date and within twelve (12) months following the Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason; or (ii) if prior to the Termination Date, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and within one hundred twenty (120) days of such termination a Change of Control occurs.

2.At-Will Employment.  The Company and Executive acknowledge that Executive’s employment is and shall continue to be “at-will,” as defined under applicable law.  Executive understands that nothing in this Agreement modifies Executive’s “at-will” employment status with the Company and the Company or Executive may terminate the employment relationship at any time, with or without cause.

3.Change of Control Severance Benefits.

(a)Involuntary Termination Other Than For Cause, Death or Disability or Voluntary Termination for Good Reason In Connection With A Change of Control.  If, within one hundred twenty (120) days prior to the occurrence of a Change of Control or within twelve (12) months following the occurrence of a Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and the termination constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986 (the “Code”), then, subject to subsection (iii) below, the Company shall provide Executive with the benefits set forth below:

(i)Cash Award.  A lump sum payment in an amount equal to two times the sum of (A) the Executive’s base salary immediately prior to the Change of Control and (B) the target bonus amount for Executive under the Company’s annual bonus program with respect to the year of theChange of Control.This lump sum payment shall be paid on the sixtieth (60th) day after Executive’s “separation from service” or the Change of Control, whichever is later.

(ii)Entire Change of Control Benefits.  All of the foregoing benefits, together with those benefits provided in Section 4 hereof, shall replace and be in lieu of any other benefit to which Executive would otherwise be entitled in connection with a Change of Control, except as otherwise provided in the Company’s long-term equity incentive plans or cash incentive plans or any award agreements under such plans.

(iii)          Release.  Notwithstanding the above provisions of this Section 3(a), the Company shall not be obligated to provide the benefits under this Section 3(a) unless prior to the sixtieth (60th) day following Executive’s “separation from service” within the meaning of Code Section 409A (or Change of Control, if later) Executive has executed and delivered to the Company a general release of claims against the Company and its affiliates in substantially the form set forth on Exhibit A hereto (the “Release”) and the revocation period set forth in the release has expired.

(b)Voluntary Resignation; Termination For Cause.  If Executive’s employment terminates by reason of Executive’s voluntary resignation (which is not a Voluntary Termination for Good Reason), or if Executive is terminated for Cause, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company.

(c)Disability; Death.  If Executive’s employment with the Company terminates as a result of Executive’s Disability, or if Executive’s employment terminates due to the death of Executive, then neither Executive nor Executive’s estate shall be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive or Executive’s estate shall receive all earned but unpaid compensation as may be required by law.  If Executive dies following the termination of his employment under the circumstances described in Section 3(a) above, then Executive’s estate shall be entitled to the benefits provided in Section 3 above.

(d)Termination Apart from Change of Control.  If Executive’s employment is terminated for any reason more than one hundred twenty (120) days prior to the occurrence of a Change of Control or more than twelve (12) months following the occurrence of a Change of Control, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company .

(e)Sale of a Segment.  If the Company sells a majority of the stock or assets of an operating business segment (other than the transportation segment) and such sale does not otherwise constitute a Change of Control under this Agreement, and at the time of the sale, Executive is the chief executive officer of such segment, then the sale of a majority of the stock or assets of such segment shall be treated as a Change of Control for the Executive for purposes of Section 3(a), subject to the following:

(i)Definition of Segment.  An operating business segment (other than the transportation segment) shall be considered a segment for purposes of this Section 3(e) if the Company classifies it as a segment in its most recent filing with the Securities and Exchange Commission prior to the sale.  As of the Effective Date, the Company has three such operating business segments: Minerals and Materials; Environmental; and Oilfield Services.

(ii)Termination of Employment.  An Executive will not be considered to have terminated employment if he is offered employment with the purchaser of the segment on substantially similar terms as his employment with the Company prior to the sale.

(iii)Cash Award Calculation.  For purposes of calculating the cash award under Section 3(a)(i)(B), the target bonus amount for Executive under the Company’s annual bonus program with respect to the year immediately preceding thesale of the segment (or the year immediately preceding the termination of employment, if earlier), will be used instead of the target bonus amount with respect to the year of sale of the segment.

4.Acceleration of Vesting of Equity Awards and Payment of Prorated Annual Bonus.

(a)           Acceleration of Vesting of Equity Awards.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), all outstanding stock options, restricted stock awards and other equity compensation granted to Executive prior to or after the Effective Date shall become fully vested and exercisable upon the effective date of a Change of Control (to the extent permitted by the terms of the relevant equity compensation plan or award agreement) and will remain exercisable during the thirty (30) day period commencing on the effective date of such Change of Control, to the extent shares of the Company’s common stock remain outstanding following such effective date, but in no event beyond the date any equity awards would otherwise expire but for the Change of Control, except as otherwise required with respect to an award intended to qualify as performance-based compensation under Section 162(m) of the Code.

(b)           Payment of Prorated Annual Bonus.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), the Company shall provide Executive with a payment equal to a prorated portion of his performance-based annual bonus for such year.  The prorated amount shall be determined based on performance to date and on the number of days which have elapsed in such fiscal year through the date of the Change of Control. Following receipt of this payment, Executive shall forfeit any further rights to this annual bonus.

5.Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)Cause.  “Cause” means any of the following: (i) Executive’s commission of a felony or misdemeanor that involves fraud, dishonesty or moral turpitude; (ii) Executive’s willful or intentional material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete, or any material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete that is not corrected within thirty (30) days of notice from the Company; (iii) willful or intentional material misconduct by Executive in the performance of his duties; (iv) Executive performs his duties in a manner that is grossly negligent; and/or (v) Executive fails to cooperate in any governmental investigations or proceedings.

(b)Change of Control.  “Change of Control” shall be deemed to have occurred on the first to occur of any of the following:

(i)any person (as such term is used in Rule 13d-5 under the Exchange Act) or group (as such term is defined in Section 3(a)(9) and 13(d)(3) of the Exchange Act), other than a Subsidiary, any employee benefit plan (or any related trust) of the Company or any of its Subsidiaries or any Excluded Person, becomes the Beneficial Owner (as defined in Rule 13d-3 (or any successor rule) of the Securities and Exchange Commission under the Exchange Act of 1934) of 50.1% or more of the Common Stock of the Company or of Voting Securities representing 50.1% or more of the combined voting power of the Company (such a person or group, a “50.1% Owner”), except that (A) no Change of Control shall be deemed to have occurred solely by reason of such beneficial ownership by a corporation with respect to which both more than 49.9% of the common stock of such corporation and Voting Securities representing more than 49.9% of the aggregate voting power of such corporation are then owned, directly or indirectly, by the persons who were the direct or indirect owners of the common stock and Voting Securities of the Company immediately before such acquisition in substantially the same proportions as their ownership, immediately before such acquisition, of the Common Stock and Voting Securities of the Company, as the case may be and (B) such corporation shall not be deemed a 50.1% Owner; or

(ii)the directors serving on the Company’s Board of Directors as of the end of the fiscal year immediately preceding the date of the transaction cease for any reason to constitute at least one-half of the directors of the Company then serving; or

(iii)immediately prior to the consummation by the Company of a merger, reorganization, consolidation, or similar transaction, or a plan or agreement for the sale or other disposition of 50.1% of the consolidated assets of the Company or a plan of liquidation of the Company (any of the foregoing transactions, a “Reorganization Transaction”) which is not an Exempt Reorganization Transaction (provided however, there shall be no Change of Control unless the Reorganization Transaction is actually consummated).

Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of this Agreement would result in the imposition of an additional tax under Section 409A of the Code if the foregoing definition of “Change of Control” were to apply, but would not result in the imposition of any additional tax if the term “Change of Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section  1.409A-3(i)(5), then “Change of Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Section 409A of the Code.  For purposes of the definition of Change of Control under this Agreement, any defined terms used but not defined herein shall have the meaning set forth in the AMCOL International Corporation 2010 Long-Term Incentive Plan.

(c)Disability.  “Disability” means that Executive has been unable to perform Executive’s Company duties for more than twelve (12) weeks in any twelve (12) month period as a result of Executive’s incapacity due to physical or mental illness.

(d)Voluntary Termination for Good Reason.  “Voluntary Termination for Good Reason” means Executive voluntarily resigns from employment with the Company within thirty (30) days of one or more of the following events which occurs without Executive’s consent and which remains uncured thirty (30) days after Executive’s delivery to the Company of written notice thereof:

(i)a material reduction in Executive’s duties and responsibilities as an executive of the Company or the segment, business unit or group that is or was formerly part of the Company; provided, however, that a reduction in Executive’s duties or responsibilities solely by virtue of the Company’s being acquired and becoming part of a larger entity (e.g., when Executive continues to have the same duties and responsibilities, following a Change of Control, for the segment, business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason provided the Executive’s scope of responsibilities, reporting duties and access to senior management remain substantially similar; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a  material reduction in Executive’s duties and responsibilities has occurred and Executive resigns within thirty (30) days after the Change of Control;

(ii)a material reduction by the Company in Executive’s base salary,  target bonus opportunity or equity compensation in effect immediately prior to such reduction; and

(iii)a relocation of Executive without his or her written consent, to a facility or location more than fifty (50) miles from the Executive’s office immediately prior to the Change of Control.

6.Successors.

(a)Company Successors.  The Company will require any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets (or a majorityof an operating business segment of the Company within the meaning of Section 3(e)) to assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 5(a) or which becomes bound by the terms of this Agreement by operation of law

(b)Executive’s Successors.  The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7.Notice.

(a)General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following sending via Federal Express or other overnight courier service.  In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on file for Executive.  In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)Notice of Termination of Employment.  Any termination of Executive’s employment by the Company for Cause or Disability or by Executive pursuant to a Voluntary Termination for Good Reason shall be communicated by a notice of employment termination to the other party given in accordance with Section 7(a) of this Agreement.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective termination date (which shall be not more than thirty (30) days after the giving of such notice).  Any notice of a Voluntary Termination for Good Reason must be provided by Executive within thirty (30) days of the occurrence of a event listed in Section 5(d) above, shall set forth the facts and circumstances claimed to provide a basis for Voluntary Termination for Good Reason and allow the Company thirty (30) days in which to cure such condition.  The failure by either party to include in the notice any fact or circumstance that contributes to a showing of Voluntary Termination for Good Reason or termination for Cause or Disability shall not waive any right of the party hereunder or preclude the party from asserting such fact or circumstance in enforcing the party’s rights hereunder.

8.Executive Covenants.  Executive reaffirms that he is bound by the Company’s Confidentiality Agreement and Covenant Not to Compete, a copy of which is attached hereto as Exhibit B and incorporated by reference herein.

9.Code Section 280G.

(a)In the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under this Agreement or any other agreement which are deemed to be “parachute payments” as defined in Section 280G of the Code or any successor thereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if (A) such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times Executive’s “base amount,” as determined in accordance with Section 280G of the Code, and (B) the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (a) the amount of tax required to be paid by Executive thereon by Section 4999 of the Code and further minus (b) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then (iii) the Termination Benefits shall be reduced to the Non-Triggering Amount.

(b)If it is determined that Executive’s Termination Benefits shall be reduced pursuant to Section 8(a), the Termination Benefits shall be reduced in the following order: (i)  the acceleration of vesting of equity awards described in Section 3(a)(ii), and (ii) the cash severance payment in Section 3(a)(i).  Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits that are subject to Section 409A of the Code and benefits that are exempt from Section 409A of the Code.

(c)Any determination of whether there will be a limitation on payments to Executive pursuant to Section 8(a) above shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the Change of Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive not less than ten (10) business days prior to the Change of Control.  All fees and expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm shall be binding upon the Company and Executive.  For purposes of making the calculations required by this Section 8, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

(d)Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in a loss by the Company of any portion if its tax deduction for payments made by the Company to Executive due to the application of Section 280G of the Code.

(e)Notwithstanding any other provision of this Section 8, the Company may withhold and pay over to the Internal Revenue Service for the benefit of Executive all or any portion of the applicable taxes under Section 4999 of the Code that it determines in good faith that it is or may be in the future required to withhold, and Executive hereby consents to such withholding.

10.Miscellaneous Provisions.

(a)Arbitration.  Except as set forth in the following sentence, the parties agree to submit any and all controversies, disputes or claims arising from or relating to this Agreement to binding arbitration before a single arbitrator in Chicago, Illinois (unless the parties agree in writing to a different location) in accordance with the American Arbitration Association's National Rules for Resolution of Employment Disputes then in effect.  Any controversies, disputes or claims arising from or relating to the sale of a majority of an operating business segment of the Company as provided in Section 3(e) of this Agreement shall not be submitted to arbitration.  The determination of the arbitrator will be conclusive and binding on the Company and Executive, and judgment upon the award rendered may be entered by a court with jurisdiction.  The arbitrator shall have discretion to award reasonable attorney’s fees and costs to the prevailing party.

(b)Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Whole Agreement.  No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.  The Agreement and the Confidentiality Agreement and Covenant Not to Compete attached as Exhibit B represent the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior arrangements and understandings regarding same.

(d)Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, as applied to agreements among Illinois residents entered into and to be wholly performed within the State of Illinois (without reference to any choice or conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction).

(e)Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)Code Section 409A.  This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and such payment to comply with Section 409A of the Code.

(i)Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject to Section 409A of the Code shall be payable to Executive hereunder unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.  In addition, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.  Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(ii)Additionally, in the event that following the date hereof the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.  To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code.

(iii)For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

(iv)Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

AMCOL INTERNATIONAL CORPORATION

By:                      James W. Ashley, Jr.         

Title:                      Secretary                                         

Date:                      March 11, 2011                                          

EXECUTIVE:

                                /s/ Donald Pearson         

Donald Pearson

Date:                      March 11, 2011                                           

EX-10.5

Exhibit 10.5

AMCOL INTERNATIONAL CORPORATION

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the “Agreement”) is made and entered into as of March 11, 2011 by and between Robert Trauger (the “Executive”) and AMCOL International Corporation, a Delaware corporation (the “Company”).

WHEREAS, it is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control transaction.

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

WHEREAS, the Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

WHEREAS, the Board believes that it is imperative to provide Executive with severance benefits upon Executive’s termination of employment in connection with a Change of Control to provide enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

NOW, THEREFORE, EXECUTIVE AND THE COMPANY AGREE AS FOLLOWS:

1.Term of Agreement.  This Agreement shall become effective on June 11, 2011 (the “Effective Date”) and shall terminate on  June 11, 2014 (the “Termination Date”), or upon termination of Executive’s employment more than 120 days prior to or more than one year after a Change of Control, whichever comes first.  As a further clarification of the foregoing, Executive will be entitled to the benefits provided under Section 3(a) and Section 4 of this Agreement in the following circumstances: (i) if a Change of Control occurs prior to the Termination Date and within twelve (12) months following the Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason; or (ii) if prior to the Termination Date, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and within one hundred twenty (120) days of such termination a Change of Control occurs.

2.At-Will Employment.  The Company and Executive acknowledge that Executive’s employment is and shall continue to be “at-will,” as defined under applicable law.  Executive understands that nothing in this Agreement modifies Executive’s “at-will” employment status with the Company and the Company or Executive may terminate the employment relationship at any time, with or without cause.

3.Change of Control Severance Benefits.

(a)Involuntary Termination Other Than For Cause, Death or Disability or Voluntary Termination for Good Reason In Connection With A Change of Control.  If, within one hundred twenty (120) days prior to the occurrence of a Change of Control or within twelve (12) months following the occurrence of a Change of Control, Executive’s employment is terminated involuntarily by the Company for any reason other than for Cause, Executive’s death or Executive’s Disability, or by Executive pursuant to a Voluntary Termination for Good Reason and the termination constitutes a “separation from service” under Section 409A of the Internal Revenue Code of 1986 (the “Code”), then, subject to subsection (iii) below, the Company shall provide Executive with the benefits set forth below:

(i)Cash Award.  A lump sum payment in an amount equal to two times the sum of (A) the Executive’s base salary immediately prior to the Change of Control and (B) the target bonus amount for Executive under the Company’s annual bonus program with respect to the year of theChange of Control.This lump sum payment shall be paid on the sixtieth (60th) day after Executive’s “separation from service” or the Change of Control, whichever is later.

(ii)Entire Change of Control Benefits.  All of the foregoing benefits, together with those benefits provided in Section 4 hereof, shall replace and be in lieu of any other benefit to which Executive would otherwise be entitled in connection with a Change of Control, except as otherwise provided in the Company’s long-term equity incentive plans or cash incentive plans or any award agreements under such plans.

(iii)Release.  Notwithstanding the above provisions of this Section 3(a), the Company shall not be obligated to provide the benefits under this Section 3(a) unless prior to the sixtieth (60th) day following Executive’s “separation from service” within the meaning of Code Section 409A (or Change of Control, if later) Executive has executed and delivered to the Company a general release of claims against the Company and its affiliates in substantially the form set forth on Exhibit A hereto (the “Release”) and the revocation period set forth in the release has expired.

(b)Voluntary Resignation; Termination For Cause.  If Executive’s employment terminates by reason of Executive’s voluntary resignation (which is not a Voluntary Termination for Good Reason), or if Executive is terminated for Cause, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company.

(c)Disability; Death.  If Executive’s employment with the Company terminates as a result of Executive’s Disability, or if Executive’s employment terminates due to the death of Executive, then neither Executive nor Executive’s estate shall be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive or Executive’s estate shall receive all earned but unpaid compensation as may be required by law.  If Executive dies following the termination of his employment under the circumstances described in Section 3(a) above, then Executive’s estate shall be entitled to the benefits provided in Section 3 above.

(d)Termination Apart from Change of Control.  If Executive’s employment is terminated for any reason more than one hundred twenty (120) days prior to the occurrence of a Change of Control or more than twelve (12) months following the occurrence of a Change of Control, then Executive shall not be entitled to receive severance or other benefits pursuant to this Agreement.  In such event, Executive shall receive all earned but unpaid compensation as may be required by law or pursuant to any other effective plan or agreement of or with the Company .

(e)Sale of a Segment.  If the Company sells a majority of the stock or assets of an operating business segment (other than the transportation segment) and such sale does not otherwise constitute a Change of Control under this Agreement, and at the time of the sale, Executive is the chief executive officer of such segment, then the sale of a majority of the stock or assets of such segment shall be treated as a Change of Control for the Executive for purposes of Section 3(a), subject to the following:

(i)Definition of Segment.  An operating business segment (other than the transportation segment) shall be considered a segment for purposes of this Section 3(e) if the Company classifies it as a segment in its most recent filing with the Securities and Exchange Commission prior to the sale.  As of the Effective Date, the Company has three such operating business segments: Minerals and Materials; Environmental; and Oilfield Services.

(ii)Termination of Employment.  An Executive will not be considered to have terminated employment if he is offered employment with the purchaser of the segment on substantially similar terms as his employment with the Company prior to the sale.

(iii)Cash Award Calculation.  For purposes of calculating the cash award under Section 3(a)(i)(B), the target bonus amount for Executive under the Company’s annual bonus program with respect to the year immediately preceding thesale of the segment (or the year immediately preceding the termination of employment, if earlier), will be used instead of the target bonus amount with respect to the year of sale of the segment.

4.Acceleration of Vesting of Equity Awards and Payment of Prorated Annual Bonus.

(a)           Acceleration of Vesting of Equity Awards.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), all outstanding stock options, restricted stock awards and other equity compensation granted to Executive prior to or after the Effective Date shall become fully vested and exercisable upon the effective date of a Change of Control (to the extent permitted by the terms of the relevant equity compensation plan or award agreement) and will remain exercisable during the thirty (30) day period commencing on the effective date of such Change of Control, to the extent shares of the Company’s common stock remain outstanding following such effective date, but in no event beyond the date any equity awards would otherwise expire but for the Change of Control, except as otherwise required with respect to an award intended to qualify as performance-based compensation under Section 162(m) of the Code.

(b)           Payment of Prorated Annual Bonus.  If a Change of Control occurs during the term of this Agreement (including the sale of a segment as provided under Section 3(e) above), the Company shall provide Executive with a payment equal to a prorated portion of his performance-based annual bonus for such year.  The prorated amount shall be determined based on performance to date and on the number of days which have elapsed in such fiscal year through the date of the Change of Control. Following receipt of this payment, Executive shall forfeit any further rights to this annual bonus.

5.Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

(a)Cause.  “Cause” means any of the following: (i) Executive’s commission of a felony or misdemeanor that involves fraud, dishonesty or moral turpitude; (ii) Executive’s willful or intentional material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete, or any material breach of this Agreement or the Company’s Confidentiality Agreement and Covenant Not to Compete that is not corrected within thirty (30) days of notice from the Company; (iii) willful or intentional material misconduct by Executive in the performance of his duties; (iv) Executive performs his duties in a manner that is grossly negligent; and/or (v) Executive fails to cooperate in any governmental investigations or proceedings.

(b)Change of Control.  “Change of Control” shall be deemed to have occurred on the first to occur of any of the following:

(i)any person (as such term is used in Rule 13d-5 under the Exchange Act) or group (as such term is defined in Section 3(a)(9) and 13(d)(3) of the Exchange Act), other than a Subsidiary, any employee benefit plan (or any related trust) of the Company or any of its Subsidiaries or any Excluded Person, becomes the Beneficial Owner (as defined in Rule 13d-3 (or any successor rule) of the Securities and Exchange Commission under the Exchange Act of 1934) of 50.1% or more of the Common Stock of the Company or of Voting Securities representing 50.1% or more of the combined voting power of the Company (such a person or group, a “50.1% Owner”), except that (A) no Change of Control shall be deemed to have occurred solely by reason of such beneficial ownership by a corporation with respect to which both more than 49.9% of the common stock of such corporation and Voting Securities representing more than 49.9% of the aggregate voting power of such corporation are then owned, directly or indirectly, by the persons who were the direct or indirect owners of the common stock and Voting Securities of the Company immediately before such acquisition in substantially the same proportions as their ownership, immediately before such acquisition, of the Common Stock and Voting Securities of the Company, as the case may be and (B) such corporation shall not be deemed a 50.1% Owner; or

(ii)the directors serving on the Company’s Board of Directors as of the end of the fiscal year immediately preceding the date of the transaction cease for any reason to constitute at least one-half of the directors of the Company then serving; or

(iii)immediately prior to the consummation by the Company of a merger, reorganization, consolidation, or similar transaction, or a plan or agreement for the sale or other disposition of 50.1% of the consolidated assets of the Company or a plan of liquidation of the Company (any of the foregoing transactions, a “Reorganization Transaction”) which is not an Exempt Reorganization Transaction (provided however, there shall be no Change of Control unless the Reorganization Transaction is actually consummated).

Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of this Agreement would result in the imposition of an additional tax under Section 409A of the Code if the foregoing definition of “Change of Control” were to apply, but would not result in the imposition of any additional tax if the term “Change of Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section  1.409A-3(i)(5), then “Change of Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Section 409A of the Code.  For purposes of the definition of Change of Control under this Agreement, any defined terms used but not defined herein shall have the meaning set forth in the AMCOL International Corporation 2010 Long-Term Incentive Plan.

(c)Disability.  “Disability” means that Executive has been unable to perform Executive’s Company duties for more than twelve (12) weeks in any twelve (12) month period as a result of Executive’s incapacity due to physical or mental illness.

(d)Voluntary Termination for Good Reason.  “Voluntary Termination for Good Reason” means Executive voluntarily resigns from employment with the Company within thirty (30) days of one or more of the following events which occurs without Executive’s consent and which remains uncured thirty (30) days after Executive’s delivery to the Company of written notice thereof:

(i)a material reduction in Executive’s duties and responsibilities as an executive of the Company or the segment, business unit or group that is or was formerly part of the Company; provided, however, that a reduction in Executive’s duties or responsibilities solely by virtue of the Company’s being acquired and becoming part of a larger entity (e.g., when Executive continues to have the same duties and responsibilities, following a Change of Control, for the segment, business unit or group that was formerly part of the Company, but does not have similar duties and responsibilities for the acquiring company) shall not by itself constitute Voluntary Termination for Good Reason provided the Executive’s scope of responsibilities, reporting duties and access to senior management remain substantially similar; and, provided further, that a Voluntary Termination for Good Reason shall be deemed to occur if during the one hundred twenty (120) days prior to the occurrence of a Change of Control a  material reduction in Executive’s duties and responsibilities has occurred and Executive resigns within thirty (30) days after the Change of Control;

(ii)a material reduction by the Company in Executive’s base salary,  target bonus opportunity or equity compensation in effect immediately prior to such reduction; and

(iii)a relocation of Executive without his or her written consent, to a facility or location more than fifty (50) miles from the Executive’s office immediately prior to the Change of Control.

6.Successors.

(a)Company Successors.  The Company will require any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company’s business and/or assets (or a majorityof an operating business segment of the Company within the meaning of Section 3(e)) to assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 5(a) or which becomes bound by the terms of this Agreement by operation of law

(b)Executive’s Successors.  The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

7.Notice.

(a)General.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following sending via Federal Express or other overnight courier service.  In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that the Company has on file for Executive.  In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)Notice of Termination of Employment.  Any termination of Executive’s employment by the Company for Cause or Disability or by Executive pursuant to a Voluntary Termination for Good Reason shall be communicated by a notice of employment termination to the other party given in accordance with Section 7(a) of this Agreement.  Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the effective termination date (which shall be not more than thirty (30) days after the giving of such notice).  Any notice of a Voluntary Termination for Good Reason must be provided by Executive within thirty (30) days of the occurrence of a event listed in Section 5(d) above, shall set forth the facts and circumstances claimed to provide a basis for Voluntary Termination for Good Reason and allow the Company thirty (30) days in which to cure such condition.  The failure by either party to include in the notice any fact or circumstance that contributes to a showing of Voluntary Termination for Good Reason or termination for Cause or Disability shall not waive any right of the party hereunder or preclude the party from asserting such fact or circumstance in enforcing the party’s rights hereunder.

8.Executive Covenants.  Executive reaffirms that he is bound by the Company’s Confidentiality Agreement and Covenant Not to Compete, a copy of which is attached hereto as Exhibit B and incorporated by reference herein.

9.Code Section 280G.

(a)In the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under this Agreement or any other agreement which are deemed to be “parachute payments” as defined in Section 280G of the Code or any successor thereof, (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code; and (ii) if (A) such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three times Executive’s “base amount,” as determined in accordance with Section 280G of the Code, and (B) the Non-Triggering Amount less the product of the marginal rate of any applicable state and federal income tax and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus (a) the amount of tax required to be paid by Executive thereon by Section 4999 of the Code and further minus (b) the product of the Termination Benefits and the marginal rate of any applicable state and federal income tax, then (iii) the Termination Benefits shall be reduced to the Non-Triggering Amount.

(b)If it is determined that Executive’s Termination Benefits shall be reduced pursuant to Section 8(a), the Termination Benefits shall be reduced in the following order: (i)  the acceleration of vesting of equity awards described in Section 3(a)(ii), and (ii) the cash severance payment in Section 3(a)(i).  Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits that are subject to Section 409A of the Code and benefits that are exempt from Section 409A of the Code.

(c)Any determination of whether there will be a limitation on payments to Executive pursuant to Section 8(a) above shall be made by the nationally recognized certified public accounting firm used by the Company immediately prior to the Change of Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive not less than ten (10) business days prior to the Change of Control.  All fees and expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm shall be binding upon the Company and Executive.  For purposes of making the calculations required by this Section 8, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

(d)Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would result in a loss by the Company of any portion if its tax

deduction for payments made by the Company to Executive due to the application of Section 280G of the Code.

(e)Notwithstanding any other provision of this Section 8, the Company may withhold and pay over to the Internal Revenue Service for the benefit of Executive all or any portion of the applicable taxes under Section 4999 of the Code that it determines in good faith that it is or may be in the future required to withhold, and Executive hereby consents to such withholding.

10.Miscellaneous Provisions.

(a)Arbitration.  Except as set forth in the following sentence, the parties agree to submit any and all controversies, disputes or claims arising from or relating to this Agreement to binding arbitration before a single arbitrator in Chicago, Illinois (unless the parties agree in writing to a different location) in accordance with the American Arbitration Association's National Rules for Resolution of Employment Disputes then in effect.  Any controversies, disputes or claims arising from or relating to the sale of a majority of an operating business segment of the Company as provided in Section 3(e) of this Agreement shall not be submitted to arbitration.  The determination of the arbitrator will be conclusive and binding on the Company and Executive, and judgment upon the award rendered may be entered by a court with jurisdiction.  The arbitrator shall have discretion to award reasonable attorney’s fees and costs to the prevailing party.

(b)Waiver.  No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive).  No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Whole Agreement.  No agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof.  The Agreement and the Confidentiality Agreement and Covenant Not to Compete attached as Exhibit B represent the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior arrangements and understandings regarding same.

(d)Choice of Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, as applied to agreements among Illinois residents entered into and to be wholly performed within the State of Illinois (without reference to any choice or conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction).

(e)Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)Code Section 409A.  This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and such payment to comply with Section 409A of the Code.

(i)Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject to Section 409A of the Code shall be payable to Executive hereunder unless Executive’s termination of employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder.  In addition, if Executive is deemed by the Company at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code) or (ii) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.  Finally, to the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(ii)Additionally, in the event that following the date hereof the Company or Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.  To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code.

(iii)For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

(iv)Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

[Signature page follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

AMCOL INTERNATIONAL CORPORATION

By:                      James W. Ashley, Jr.           

Title:                      Secretary                                          

Date:                      March 11, 2011                                          

EXECUTIVE:

                                /s/ Robert Trauger                              

Robert Trauger

Date:                      March 7, 2011                     

EX-10.6

Exhibit 10.6

AMCOL INTERNATIONAL CORPORATION

EXECUTIVE SEVERANCE PLAN

1.Introduction.

(a)   This Severance Plan (the “Plan”) is intended to provide certain executives of AMCOL International Corporation (“AMCOL” or the “Company”) with severance pay if their employment is involuntarily terminated in certain circumstances described herein.  

(b)   This Plan is effective as of June 11, 2011 (the “Effective Date”).  

(c)   This Plan is intended to be, and shall be interpreted as, an unfunded employee welfare plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 2520.104-24 of the Department of Labor Regulations, maintained primarily for the purpose of providing employee welfare benefits, to the extent that it provides welfare benefits, and under Sections 201, 301 and 401 of ERISA, as a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation, to the extent that it provides such compensation, in each case for a select group of management or highly compensated employees (i.e., a “top hat” plan).

2.Additional Definitions.

(a)   “Board” means the Board of Directors of AMCOL International Corporation.  

(b)   “Cause” means any of the following: (i) Participant’s commission of a felony or misdemeanor that involves fraud, dishonesty or moral turpitude; (ii) Participant’s willful or intentional material breach of the Company’s Confidentiality Agreement and Covenant Not to Compete or any material breach of the Company’s Confidentiality Agreement and Covenant Not to Compete that is not corrected within 30 days of notice from the Company; (iii) willful or intentional material misconduct by Participant in the performance of his/her duties; (iv) Participant performs his/her duties in a manner that is grossly negligent; and/or (v) Participant fails to cooperate in any governmental investigations or proceedings.  

(c)   “Change of Control Agreement” means any written agreement between a Participant and the Company entitled “Change of Control Agreement.”  

(d)   “Company” means AMCOL International Corporation.  

(e)   “Compensation Committee” means the Compensation Committee of the Board.  

(f)   “Code” means the Internal Revenue Code of 1986, as amended.  

(g)   “Disability” means that Participant has been unable to perform Participant’s Company duties for more than 12 weeks in any 12-month period as a result of Participant’s incapacity due to physical or mental illness.  

(h)   “Operating Business Segment” means each business segment (other than the transportation segment) classified as a segment in the Company’s most recent filing with the Securities and Exchange Commission.  As of the Effective Date, the Company has three such Operating Business Segments: Minerals and Materials; Environmental; and Oilfield Services.  

(i)   “Participant” means the Chief Executive Officer, Chief Financial Officer, and the chief executive officer of any Operating Business Segment and any other officer of the Company designated as a Participant by the Compensation Committee.

3.Severance Payments.  If a Participant (a) incurs an involuntary “separation from service” from the Company within the meaning of Section 409A of the Code that is initiated by the Company without Cause and (b) if the Participant is not entitled to any severance benefits pursuant to any Change of Control Agreement as a result of the separation, the Company will, subject to the conditions precedent and other provisions listed in Paragraphs 4 and 5 below, pay severance to such Participant according to the following schedule:

Chief Executive Officer	Severance pay equal to two years of Participant’s base salary at time of termination and payment of Participant’s COBRA premium for a period of 18 months (provided Participant is eligible for and elects COBRA coverage)
Chief Financial Officer and  Chief Executive Officers of Operating Business Segments	Severance pay equal to 18 months of Participant’s base salary at time of termination and payment of Participant’s COBRA premium for a period of 18 months (provided Participant is eligible for and elects COBRA coverage)
Other Officers	Severance pay equal to 12 months of Participant’s base salary at time of termination and payment of Participant’s COBRA premium for a period of 12 months (provided Participant is eligible for and elects COBRA coverage)

No Participant will receive any severance payments under this Plan if he/she is terminated by the Company for Cause, if he/she voluntarily resigns his/her employment, or if his/her employment ends due to Participant’s death or Disability.  No Participant will receive any severance payments under this Plan if he/she is entitled to any severance benefits pursuant to any Change of Control Agreement as a result of his/her separation from the Company.  A Participant shall not be entitled to receive any severance payments if his/her employment terminates because of the sale of a business unit and he/she is offered comparable employment by the purchaser of the business unit.

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4.Conditions Precedent To Payment Of Severance.  As a condition precedent to receipt of any severance payments, a Participant must sign a release of all claims against the Company (other than claims for unemployment compensation, claims for workers’ compensation benefits, claims for continuing health insurance coverage under COBRA, and claims pertaining to vested benefits under any retirement plan governed by ERISA) through the date of his/her termination as part of a separation agreement containing other commitments required by the Company (the “Separation Agreement”).  The Separation Agreement will require, among other things, that the Participant: (a) agree not to retain, use, misuse, or disclose any trade secrets or confidential information of the Company and continue to adhere to all of the terms of the Confidentiality Agreement and Covenant Not To Compete signed by Participant; (b) agree to cooperate with the Company with regard to the transition of business matters and with regard to other litigation or other proceedings brought by or against the Company; (c) return to the Company all property of the Company and confirm such return; (d) agree not to make statements about the Company that could reasonably be expected to adversely affect the Company’s reputation or business; and (e) agree not to engage in any conduct that could harm or adversely affect Company’s business, reputation, operations, or employees.  The Separation Agreement will be delivered to the Participant within 15 days of his/her termination, and the Participant must execute the Agreement within the timeframe specified by the Separation Agreement, but in any event no more than 45 days thereafter.  Subject to the provisions of Paragraph 9(c) below, and assuming Company’s receipt of a fully-executed Separation Agreement from Participant, severance payments to the Participant will commence on the 68th day following Participant’s separation from service.  

5.Other Provisions Applicable To Severance Payments.

(a)   Subject to the provisions of Paragraphs 9(c) below, severance payments will be made in increments over time based on the amount of severance paid—e.g., a Participant entitled to 12 months of severance will receive his/her severance pay over 12 months.  All severance payments (including reimbursement for COBRA premiums) will be paid less applicable withholding taxes and will be paid in accordance with the Company’s standard payroll practices.

(b)   No severance payments will be made (or begin to be made) until any applicable revocation period in the Separation Agreement has passed.

(c)   The severance payments are conditioned on Participant’s continued adherence to all of the terms of the Separation Agreement as well as Participant’s continued adherence to the terms of the Confidentiality Agreement and Covenant Not to Compete signed by Participant.  If Participant fails to adhere to the terms of the Separation Agreement or the Confidentiality Agreement and Covenant Not to Compete, the Company will no longer be obligated to make any remaining installment payments of severance to Participant, and in addition, the Company will have all other available remedies, including injunctive relief and damages.

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(d)   The Company, in its sole discretion, shall have the authority to reduce a  Participant’s cash benefits under Paragraph 3, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to a Participant pursuant to the Worker Adjustment and Retraining Notification (WARN) Act or any similar state law.  

(e)   In the event of a Participant’s death during the period in which he/she is receiving severance payments under this Severance Plan, the Company will pay to Participant’s estate any balance due to the Participant in a lump sum.  

(f)   Except as otherwise expressly provided pursuant to this Plan, this Plan shall be construed and administered in a manner that avoids duplication of severance related compensation and benefits that may be provided under any other plan, program, policy, or other arrangement or individual contract.  In the event that a Participant is covered by any other plan, program, policy, individually negotiated agreement or other arrangement, in effect as of the date of his/her termination that may duplicate the payments and benefits provided for in Paragraph 3, the Company may reduce or eliminate the duplicative benefits provided for under this Plan, but solely to the extent that such reduction or elimination does not cause the Participant to be subject to penalty taxes under Section 409A of the Code.

6.Plan Amendment/Termination.  The Plan may be terminated or amended in any respect by the Company at any time by resolution adopted by the Compensation Committee.  A proper termination of the Plan automatically shall effect a termination of all Participants’ rights and benefits hereunder, except for those in pay status—i.e., those previously terminated and receiving payments.

7.Plan Interpretation and Administration.  This Plan shall be administered by the Compensation Committee.  The Compensation Committee shall have the authority (a) to exercise all of the powers granted to it by the Plan, (b) to construe, interpret, and implement the Plan, (c) to prescribe, amend, and rescind rules and regulations relating to the Plan, (d) to make all determinations necessary or advisable in administration of the Plan, including computing the amount of severance that will be payable to any person in accordance with the provisions of the Plan and to determine the person or persons to whom such benefits will be paid, (e) to correct any defect, supply any omission, and reconcile any inconsistency in the Plan, and (f) to delegate its responsibilities and authority hereunder to such other agents as may be required to assist in administering the Plan.

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8.Benefit Claims and Appeals.

(a)   If a Participant or any other person with a colorable claim to benefits under the Plan believes that a benefit was not correctly determined or was improperly denied under the terms of the Plan, the Participant may notify the Compensation Committee (or its designee) in writing of a claim for coverage or benefits.  Such claim shall identify the benefits being requested and shall include a statement of the reasons why the benefits should be granted.  The Compensation Committee (or its designee) shall grant or deny the claim.  If the claim is denied in whole or in part, the Compensation Committee (or its designee) shall give written notice to the claimant setting forth: (1) the reasons for the denial; (2) specific reference to pertinent Plan provisions on which the denial is based; (3) a description of any additional material or information necessary to request a review of the claim and an explanation of why such material or information is necessary; and (4) an explanation of the Plan’s claim review procedures.  The notice shall be furnished to the claimant within 90 days after receipt of the claim; provided that such period of time may be extended for an additional 90 days beginning at the end of the initial 90 day period if the Compensation Committee (or its designee) determines that special circumstances require such an extension.  Written notice of any such extension shall be given to the claimant before the expiration of the initial 90 day period and shall indicate the special circumstances requiring the extension and the date by which the final decision is expected to be rendered.  If notice of a claim decision is not provided to the claimant within the period described above (including any extension, if applicable), then the claim shall be deemed denied at the expiration of such period, and the claimant may appeal the denial as described below.  

(b)   A claimant whose claim for benefits has been denied, in whole or in part, may request a review of such denial by filing a written notice of appeal with the Compensation Committee (or its designee).  Such appeal must be made within 60 days after the date the initial claim was denied or deemed denied.  No action at law or equity may be brought to recover Plan benefits unless and until the claimant requests an administrative appeal during such 60 day period and such appeal is finally denied by the Compensation Committee (or its designee).  In connection with an appeal, the claimant (or the claimant’s authorized representative) may review pertinent documents and submit evidence and arguments in writing to the Compensation Committee (or its designee).  All information submitted by or on behalf of the claimant will be taken into account in deciding the questions presented by the appeal, even if such information was not submitted or considered in the initial claim determination.  The Compensation Committee (or its designee) may decide the questions presented by the appeal, either with or without holding a meeting, and shall issue a written notice of decision to the claimant setting forth: (1) the specific reasons for the decision; (2) specific reference to the pertinent Plan provisions on which the decision is based; and (3) such other information as the Compensation Committee (or its designee) deems appropriate.  The notice shall be issued within 60 days after receipt of the request for review; except that, if special circumstances (including, but not limited to, the need to hold a hearing) should require, such period of time may be extended for an additional 60 days beginning at the end of the initial 60 day period.  Written notice of any such extension shall be provided to the claimant prior to the expiration of the initial 60 day period.  If notice of an appeal decision is not provided to the claimant within the period described above (including any extension, if applicable), then the claim shall be deemed denied at the expiration of such period.  Any decision of the Compensation Committee (or its designee) shall be final and conclusive except to the extent that the claimant subsequently proves that the decision of the Compensation Committee (or its designee) was an abuse of its fiduciary discretion.

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9.Miscellaneous.

(a)   If a provision of this Plan shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.  

(b)   Except to the extent specifically provided in any separate written agreement between an Participant and the Company, a Participant shall be solely responsible for the satisfaction of any taxes imposed on severance payments provided for herein.  The Company shall be permitted to withhold taxes from any payments to Participant as required by law.  

(c)   Application of Code Section 409A.  

(i)             This Plan shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Plan and such payment to comply with Section 409A of the Code.  All payments provided under this Plan are intended to constitute separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2).  

(ii)            If a Participant is a “specified employee” of the Company or its subsidiaries within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of termination, then any cash severance payments pursuant to Paragraph 3 shall be delayed until the date that is six months after the date of that Participant’s termination (such date, the “Delayed Payment Date”), and the Company shall (A) pay to the Participant a lump sum amount equal to the sum of the severance payments that otherwise would have been paid to him or her on or before the Delayed Payment Date, without any adjustment on account of such delay, and (B) continue the severance payments in accordance with any applicable payment schedules set forth for the balance of the period specified herein.  Notwithstanding the foregoing: (1) severance payments scheduled to be paid from the date of a termination through March 15th of the calendar year following such termination shall be paid to the maximum extent permitted pursuant to the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4); (2) severance payments scheduled to be paid that are not paid pursuant to the preceding clause (1) shall be paid as scheduled to the maximum extent permitted pursuant to an “involuntary separation from service” as permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii), but in no event later than the last day of the second taxable year following the taxable year of the termination; and (3) any severance payments that are not paid pursuant to either the preceding clause (1) or the preceding clause (2) shall be subject to delay, if necessary, as provided in the previous sentence.  Except to the extent that payments may be delayed until the Delayed Payment Date, on the first regularly scheduled payroll period following the release described in Paragraph 4, the Company will pay the Participant the severance payments the Participant would otherwise have received under the Plan on or prior to such date but for the delay in payment related to the effectiveness of the release described in Paragraph 4, with the balance of the severance payments being paid as otherwise provided herein.

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(iii)            Although the Company intends and expects that the Plan and its payments and benefits will not give rise to the taxes imposed under section 409A of the Code, neither the Company nor its employees, directors, or their agents shall have any obligation to mitigate or to hold any Participant harmless from any or all of such taxes.  

(d)   Application of Code Sections 162(m) and 280G.  

(i)             If any payment under this Plan would not be deductible by the Company for federal income tax purposes by reason of Section 162(m) of the Code, or any similar or successor statute (excluding Section 280G of the Code), such payment shall be deferred and the amount thereof shall be paid to Participant at the earliest time that such payment shall be deductible by the Company.  

(ii)            In the event that payment of any amount under this Plan would cause a Participant to be the recipient of an excess parachute payment within the meaning of Section 280G(b) of the Code, the  amount of the payments to be made to Participant pursuant to this Plan shall be reduced to an amount equal to 299% of Participant’s “base amount” within the meaning of Section 280G of the Code.  The manner in which such reduction occurs, including the items of payment and amounts thereof to be reduced, shall be determined by the Company.  

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(e)   This Plan in no way alters the fact that all employees of the Company are employed at-will and may be terminated at any time for any reason, with or without cause or prior notice.  This Plan does not constitute a contract of employment or change the Company’s policies regarding termination of employment.

Having been adopted by the Compensation Committee of the Company’s Board of Directors on March 1, 2011, effective as of  June 11, 2011, this Plan is executed by a duly authorized officer this 11th day of March, 2011.

AMCOL INTERNATIONAL CORPORATION

By:  /s/ James W. Ashley, Jr.

Its:   Corporate Secretary

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