Director Designation And Voting Agreement

Exhibit 10.1

DIRECTOR DESIGNATION AND VOTING AGREEMENT

THIS DIRECTOR DESIGNATION AND VOTING AGREEMENT dated as of April 25, 2008 (this " Agreement" ), is among Intrepid Potash, Inc., a Delaware corporation (" Intrepid" ), Harvey Operating and Production Company, a Colorado corporation (" HOPCO" ), Intrepid Production Corporation, a Colorado corporation (" IPC" ), and Potash Acquisition, LLC, a Delaware limited liability company (" PAL" and, collectively with HOPCO and IPC, the " Founding Stockholders" ). Certain terms used in this Agreement are defined in Section 1.1.

RECITALS A. As of the date of this Agreement, the Founding Stockholders own all of the outstanding membership units of Intrepid Mining LLC, a Delaware limited liability company (" Intrepid LLC" ).

B. Pursuant to the terms and subject to the conditions of an Exchange Agreement dated as of April 21, 2008, between Intrepid and Intrepid LLC, it is contemplated that Intrepid will acquire substantially all of the assets of Intrepid LLC in exchange for shares of Common Stock and a cash payment (the " Exchange" ).

C. Intrepid is contemplating an offer and sale of shares of its Common Stock to the public in an underwritten initial public offering (the " IPO" ) simultaneously with closing the consummation of the Exchange.

D. It is also contemplated that, immediately following the consummation of the Exchange and the closing of the IPO, Intrepid LLC will satisfy its outstanding liabilities, liquidate and distribute all of its cash and shares of Common Stock to the Founding Stockholders (the " Distribution" ).

E. The Founding Stockholders and Intrepid wish to set forth certain understandings with respect to the Founding Stockholders' holdings of Common Stock (including such shares of Common Stock contemplated to be received in the Distribution).

F. The Certificate of Incorporation of Intrepid (the " Charter" ) provides that Intrepid shall have a staggered board of directors (the " Board" ) that consists of three classes of directors and that the term of one class of directors will expire at each annual meeting of the stockholders of Intrepid (the " Annual Meetings" ).

AGREEMENT

In consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Intrepid and the Founding Stockholders agree as follows.

1. Definitions

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

" Affiliate" means any person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified person. As used in this definition of " Affiliate," (i) the term " control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and (ii) the term " person" means any individual, corporation, association, partnership, limited liability company, joint venture, trust, estate or other entity or organization.

" Common Stock" means the common stock, par value $0.001 per share, of Intrepid. " Director" means a member of the Board.

" Nominating Committee" means the nominating/governance committee of the Board.

" Permitted Transferee" means (i) in the case of HOPCO , Hugh E. Harvey, Jr. and, in the case of IPC, Robert P. Jornayvaz III, any of their respective Affiliates, and (A) a spouse or lineal descendant (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of Harvey or Jornayvaz, (B) any trust, the majority of trustees of which include only Harvey or Jornayvaz or persons named in clause (A) and the beneficiaries of which include only the persons named in clause (A), (C) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the persons named in clause (A), (D) in the case of a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust, and all subsequent trusts that may result from the division of such trust into two or more separate trusts, or any trust resulting from the combination of two or more of such trusts into a single trust, (E) any foundation or other entity established by Harvey or Jornayvaz for charitable purposes, and (ii) in the case of PAL, any of (A) an Affiliate of PAL and (B) the owners of equity interests in PAL or its parent entities provided the Transfer of Common Stock is substantially in accordance with their respective equity interests in PAL or such parent.


2

" Registration Statement" means the registration statement filed with the Securities Exchange Commission on December 20, 2007 on Form S-1 in relation to the IPO, as amended.

" Retiring Director" means any Director whose term expires at the next Annual Meeting pursuant to the terms of the Charter.

" Transfer" means, with respect to any share of Common Stock (or direct or indirect economic or other interest therein), a transfer, sale, assignment, pledge, hypothecation or other disposition, whether directly or indirectly (pursuant to the creation of a derivative security or otherwise), the grant of an option or other right or the imposition of a restriction on disposition or voting or by operation of law. When used as a verb, " Transfer" shall have the correlative meaning. 2. Nominee Designation

2.1 Nomination Right . Subject to any limitations imposed by the New York Stock Exchange and the conditions set forth in this Section 2, each Founding Stockholder and its Affiliates and Permitted Transferees (as a group) shall have the right to designate persons to be appointed or nominated for election to the Board as follows (each, a " Designee" ):

(a) each Founding Stockholder hereby designates the Designee named opposite such Founding Stockholder' s name below for appointment as an initial Director and each such Director shall belong to the respective class of directors whose initial terms shall expire at the Annual Meeting indicated below:


Founding Stockholder

Designee Annual Meeting

HOPCO Hugh E. Harvey, Jr. 2011

IPC Robert P. Jornayvaz III 2011

PAL J. Landis Martin 2010

(b) at every Annual Meeting hereafter at which the term of a Director designated by a Founding Stockholder in accordance with this Section 2.1 shall expire, such Founding Stockholder (and its Affiliates and Permitted Transferees, as a group) may name a Designee to be nominated for election to the Board in place of such Retiring Director; provided that such Retiring Director may be named by the Founding Stockhold ...