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Item 9A. Controls and Procedures

2021-03-02 compared with 2020-03-03 · 63 added, 78 removed, 123 unchanged (53% of the section changed)

7 unchanged sentences

Our management is responsible for establishing and maintaining adequate "internal control over financial reporting." Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019 , based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

37 unchanged sentences

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

Schedule Description

Valuation and Qualifying Accounts

(2) Financial Statement Schedule

Schedule Schedule Description

Schedule II Schedule of Valuation and Qualifying Accounts

Schedule II is filed as part of this Annual Report on Form 10-K and is set forth immediately following the Notes to the Consolidated Financial Statements referred to above.

2 unchanged sentences

Incorporated by Reference from the Below-Listed Form (Each Filed under SEC File Number 001-34025)

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description Form Filing Date

Restated Certificate of Incorporation of Intrepid Potash, Inc.

April 25, 2008

8-K April 25, 2008

Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc.

8-K May 26, 2016

Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc.

8-K August 14, 2020

Amended and Restated Bylaws of Intrepid Potash, Inc.

June 25, 2015

Description of Registrant's Securities

Form of Indemnification Agreement with each director and officer

April 25, 2008

Director Designation and Voting Agreement, dated as of April 25, 2008, by and among Intrepid Potash, Inc., Harvey Operating and Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC

Registration Rights Agreement, dated as of April 25, 2008, by and among Intrepid Potash, Inc., Harvey Operating & Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC

Acknowledgment and Relinquishment, dated as of December 19, 2011, by and among Intrepid Potash, Inc., Harvey Operating and Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC

February 16, 2012

8-K June 25, 2015

Description of Registrant's Securities 10-K March 3, 2020

Form of Indemnification Agreement with each director and officer 8-K April 25, 2008

Registration Rights Agreement, dated as of April 25, 2008, by and among Intrepid Potash, Inc., Harvey Operating & Production Company, Intrepid Production Corporation, and Potash Acquisition, LLC 8-K May 1, 2008

Amended and Restated Credit Agreement, dated as of August 1, 2019, by and among Intrepid Potash, Inc., the subsidiaries party thereto, Bank of Montreal, as administrative agent, swing line lender, lead arranger, and book runner, and the lenders party thereto.

August 1, 2019

8-K August 1, 2019

First Amended and Restated Credit Agreement, dated as of April 17, 2020, by and among Intrepid Potash, Inc., the subsidiaries party thereto, Bank of Montreal, as administrative agent, swing line lender, lead arranger, and book runner, and the lenders party thereto.

8-K April 23, 2020

Amended and Restated Note Purchase Agreement, dated as of October 31, 2016, by and among Intrepid Potash, Inc.

and each of the purchasers named therein

November 1, 2016

and each of the purchasers named therein 8-K November 1, 2016

First Amendment to Amended and Restated Note Purchase Agreement, dated as of November 9, 2016, by and among Intrepid Potash, Inc.

and each of the purchasers named therein.

November 14, 2016

8-K November 14, 2016

Fourth Amendment to Amended and Restated Note Purchase Agreement, dated as of June 30, 2017, by and among Intrepid Potash, Inc.

and each of the purchasers named therein 8-K June 30, 2017

Fifth Amendment to Amended and Restated Note Purchase Agreement, dated as of April 17, 2020, by and among Intrepid Potash, Inc.

and each of the purchasers named therein.

June 30, 2017

8-K April 23, 2020

Amended and Restated Employment Agreement, dated as of May 19, 2010, by and between Intrepid Potash, Inc.

and Robert P.

Jornayvaz III+

Jornayvaz III+ 8-K May 19, 2010

Amendment to Employment Agreement, dated February 23, 2011, by and between Intrepid Potash, Inc.

and Robert P.

Jornayvaz III+

March 1, 2011

Jornayvaz III+ 8-K March 1, 2011

Second Amendment to Employment Agreement, dated as of February 14, 2013, by and between Intrepid Potash, Inc.

and Robert P.

Jornayvaz III+

February 19, 2013

Jornayvaz III+ 8-K February 19, 2013

Third Amendment to Employment Agreement, dated as of March 22, 2016, by and between Intrepid Potash, Inc.

and Robert P.

Jornayvaz III+

March 23, 2016

Jornayvaz III+ 8-K March 23, 2016

Fourth Amendment to Employment Agreement, dated as of March 12, 2019, by and between Intrepid Potash, Inc.

and Robert P.

Jornayvaz III+

March 15, 2019

Jornayvaz III+ 8-K March 15, 2019

Amended and Restated Employment Agreement, dated as of May 19, 2010, by and between Intrepid Potash, Inc.

Harvey, Jr.+ 8-K May 19, 2010

Intrepid Potash, Inc.

Amended and Restated Equity Incentive Plan+

Amended and Restated Equity Incentive Plan+ 8-K May 24, 2019

Form of Restricted Stock Agreement under Intrepid Potash, Inc.

Amended and Restated Equity Incentive Plan+ *

August 4, 2016

Form of Stock Option Agreement under Intrepid Potash, Inc.

Amended and Restated Equity Incentive Plan+ *

August 4, 2016

Intrepid Potash, Inc.

Amended and Restated Short-Term Incentive Plan+

Amended and Restated Short-Term Incentive Plan+ 8-K May 26, 2016

Form of Change-of-Control Severance Agreement with Robert P.

Jornayvaz III and Hugh E.

November 3, 2011

Harvey, Jr.+ 10-Q November 3, 2011

Form of Change-in-Control Severance Agreement with Margaret E.

McCandless and Mark A.

March 12, 2019

McDonald+ 10-K March 12, 2019

Form of Noncompete Agreement with executives other than Robert P.

Jornayvaz III+

February 28, 2017

Form of Retention Agreement+

March 12, 2019

Jornayvaz III+ 10-K February 28, 2017

Form of Retention Agreement+ 10-K March 12, 2019

Aircraft Dry Lease, dated as of January 9, 2009, by and between Intrepid Potash, Inc.

and Intrepid Production Holdings LLC

January 12, 2009

and Intrepid Production Holdings LLC 8-K January 12, 2009

First Amendment to Aircraft Dry Lease, dated as of September 1, 2014, by and between Intrepid Potash, Inc.

and Intrepid Production Holdings LLC

August 18, 2014

and Intrepid Production Holdings LLC 8-K August 18, 2014

Aircraft Dry Lease, dated as of September 1, 2014, by and between Intrepid Potash, Inc.

and Odyssey Adventures, LLC

August 18, 2014

Purchase and Sale Agreement, dated February 5, 2019, by and between Dinwiddie Cattle Company, LLC, Sherbrooke Partners, LLC and Intrepid Potash - New Mexico, LLC.

Amendment to Purchase and Sale Agreement, dated March 28, 2019, by and between Dinwiddie Cattle Company, LLC, Sherbrooke Partners, LLC, and Intrepid Potash - New Mexico, LLC.

Closing Agreement, dated April 23, 2019, by and among Dinwiddie Cattle Company, LLC, Sherbrooke Partners, LLC, and Intrepid Potash - New Mexico, LLC.

August 6, 2019

8-K August 18, 2014

List of Subsidiaries *

8 unchanged sentences

Mine Safety Disclosure Exhibit *

Transition Services Agreement, dated as of April 25, 2008, by and between Intrepid Potash, Inc., Intrepid Oil & Gas, LLC, and Intrepid Potash-Moab, LLC

Transition Services Agreement, dated as of April 25, 2008, by and between Intrepid Potash, Inc., Intrepid Oil & Gas, LLC, and Intrepid Potash-Moab, LLC 8-K May 1, 2008

Extension and Amendment to Transition Services Agreement dated July 14, 2009, to be effective as of April 25, 2009, between Intrepid Potash, Inc.

and Intrepid Oil & Gas, LLC

August 7, 2009

and Intrepid Oil & Gas, LLC 10-Q August 7, 2009

Third Amendment to Transition Services Agreement dated March 26, 2010, between Intrepid Potash, Inc.

and Intrepid Oil & Gas, LLC

and Intrepid Oil & Gas, LLC 10-Q May 5, 2010

Fourth Amendment to Transition Services Agreement dated March 25, 2011, between Intrepid Potash, Inc.

and Intrepid Oil and Gas, LLC

and Intrepid Oil and Gas, LLC 10-Q May 5, 2011

Sixth Amendment to Transition Services Agreement dated April 3, 2013, between Intrepid Potash, Inc.

and Intrepid Oil & Gas, LLC

and Intrepid Oil & Gas, LLC 10-Q May 2, 2013

Seventh Amendment to Transition Services Agreement dated March 24, 2015, between Intrepid Potash, Inc.

and Intrepid Oil & Gas, LLC

and Intrepid Oil & Gas, LLC 10-Q

April 28, 2015

Eighth Amendment to Transition Services Agreement dated March 22, 2017, between Intrepid Potash, Inc.

and Intrepid Oil & Gas, LLC

and Intrepid Oil & Gas, LLC 10-Q May 2, 2017

Ninth Amendment to Transition Services Agreement dated February 20, 2019, between Intrepid Potash, Inc.

and Intrepid Oil & Gas, LLC.

March 12, 2019

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Extension Calculation Linkbase

XBRL Extension Definition Linkbase

XBRL Extension Label Linkbase

XBRL Extension Presentation Linkbase

10-K March 12, 2019

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema *

101.CAL XBRL Extension Calculation Linkbase *

101.DEF XBRL Extension Definition Linkbase *

101.LAB XBRL Extension Label Linkbase *

101.PRE XBRL Extension Presentation Linkbase *

104 Cover Page Interactive Date File (formatted as inline XBRL with applicable taxonomy extension information contain in Exhibits 101.

* Filed herewith

5 unchanged sentences

INTREPID POTASH, INC.

March 3, 2020

/s/ Robert P.

March 2, 2021 /s/ Robert P.

Jornayvaz III

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Robert P.

1 unchanged sentence

Executive Chairman of the Board,

President, and Chief Executive Officer

March 3, 2020

President, and Chief Executive Officer March 2, 2021

Jornayvaz III

/s/ Matthew D.

Vice President of Finance (Principal Financial Officer)

March 3, 2020

Executive Vice Chairman of the Board

March 3, 2020

Vice President of Finance (Principal Financial Officer) March 2, 2021

Executive Vice Chairman of the Board March 2, 2021

/s/ Terry Considine

March 3, 2020

Director March 2, 2021

Terry Considine

March 3, 2020

Landis Martin

Lead Director

March 3, 2020

Landis Martin

March 3, 2020

Director March 2, 2021

Lead Director March 2, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures