ex10-13.htm


    Exhibit
10.13

    


    


    


    


    


    


    


    


    MINERALS
TECHNOLOGIES INC.

     

    SUPPLEMENTAL
RETIREMENT PLAN

     

    (AMENDED
AND RESTATED EFFECTIVE DECEMBER 31, 2008)

     

     
 

    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I

     

    INTRODUCTION
AND PURPOSE

     

    
      	
              1.1

            	
              Purpose. The purpose of the
      Minerals Technologies Inc. Supplemental Retirement Plan (the “Plan”) is to
      provide additional benefits to a select group of eligible employees of
      Minerals Technologies Inc. (the “Company”) whose retirement benefits under
      the Minerals Technologies Inc. Retirement Plan (the “Retirement Plan”)
      have been limited (i) by Sections 415 and 401(a)(17) of the Internal
      Revenue Code of 1986, as amended (the “Code”) or (ii) by excluding amounts
      deferred under the Company’s Supplemental Savings Plan from the
      compensation taken into account under the Retirement Plan.  The
      additional benefits provided by the Plan will ensure that total benefits
      paid to participating employees will be approximately equal to the amount
      of benefits such employees would have accrued under the Retirement Plan
      had such limitations imposed by the Code and the Retirement Plan not been
      in effect.

            


    

     

    
      	
              1.2

            	
              Amendment
      and Restatement. The Company hereby amends and restates the Plan
      (which was previously referred to as the Minerals Technologies Inc.
      Nonfunded Supplemental Retirement Plan), effective December 31,
      2008.

            


    

     

    ARTICLE
II

     

    PARTICIPATION

     

    The
Participants in the Plan shall be those employees of the Company who are
participating in the Retirement Plan and whose benefits under the Retirement
Plan are limited by reason of Sections 415 and/or 401(a)(17) of the Code,
provided that any such employee is determined by the
Administrative Committee of the Plan (the “Administrative Committee”) to be part
of a select group of management or a highly compensated employee.

     

    ARTICLE
III

     

    BENEFITS

     

    
      	
              3.1

            	
              Amount
      of Benefits.  In the case of a Participant who is
      accruing benefits under the Retirement Plan under the Career Earnings
      Formula (a “Career Earnings Participant”), a Participant’s accrued benefit
      under the Plan shall be an amount equal to the difference between (i) the
      amount of the single life annuity pension benefit payable under the
      Retirement Plan as of the payment date specified in Section 4.1 and (ii)
      the amount of the single life annuity pension benefit that would have been
      payable to the Participant under the Retirement Plan as of the payment
      date specified in Section 4.1 (A) determined without regard to the
      limitation on compensation taken into account and/or pension benefits
      under Sections 401(a)(17) or 415 of the Code and (B) taking into account,
      in the year of deferral, any income deferred by the Participant pursuant
      to the Minerals Technologies Inc. Supplemental Savings Plan in calculating
      the Participant’s Career Earnings under the Retirement
    Plan.

            


    

     

    
      	
               
      

            	
              In
      the case of a Participant who is accruing benefits under the Retirement
      Plan under the Cash Balance Formula (a “Cash Balance Participant”), a
      Participant’s accrued benefit

            


    

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              under
      the Plan shall be an amount  equal to the difference between (i)
      the amount of the Participant’s Cash Balance Account payable under the
      Retirement Plan as of the payment date specified in Section 4.1 and (ii)
      the amount of the Participant’s Cash Balance Account that would have been
      payable to the Participant under the Retirement Plan as of the payment
      date specified in Section 4.1 (A) determined without regard for the
      limitation on compensation taken into account and/or pension benefits
      under Sections 401(a)(17) or 415 of the Code and (B) taking into account,
      in the year of deferral, any income deferred by the Participant pursuant
      to the Minerals Technologies Inc. Supplemental Savings Plan in calculating
      the Participant’s Earnings under the Retirement
  Plan.

            


    

     

    
      	
              3.2

            	
              Vesting
      and Accrual.  For purposes of the determination of
      benefits under Section 3.1, the rules contained in the Retirement Plan
      governing the accrual and vesting of pension benefits shall
      apply.  Accordingly, if a Participant is not vested in his
      Retirement Plan benefit at the time of his separation from service, he
      will not be vested in a benefit under this
Plan.

            


    

     

    


     

    ARTICLE
IV

    COMMENCEMENT
AND FORM OF BENEFIT PAYMENT

    


    
      	
              4.1

            	
              Distribution
      of Benefits.  In the case of a Career Earnings
      Participant, benefits under this Plan shall be paid in a single lump sum
      upon the later of (i) the Participant’s separation from service with the
      Company and all Affiliates or (ii) the Participant reaching age
      55.  Such lump sum shall be the actuarial equivalent of the
      annuity determined under Article III, determined applying the interest
      rate and mortality table then applicable under the Retirement Plan for
      purposes of determining a lump-sum cash-out with respect to a
      Participant’s benefit under the Career Earnings Formula.  In the
      case of a Cash Balance Participant, benefits under this Plan shall be paid
      in a single lump-sum payment upon the Participant’s separation from
      service with the Company and its Affiliates.  Such lump sum
      shall be equal to the amount determined under Article
  III.

            


    

     

    
      	
              4.2

            	
              Specified
      Employees.  Notwithstanding anything in this Plan to the
      contrary, in the case of a Participant who is a “specified employee”
      within the meaning of Section 409A(a)(2)(B)(i) of the Code and the
      regulations thereunder, payment of benefits under the Plan on account of
      separation from service shall be made in a
      lump sum upon the six-month anniversary of the Participant’s separation
      from service in a lump sum.  Such lump sum will be equal to the
      amount determined under Section 4.1 upon the Participant’s separation from
      service plus interest at the 26-week Treasury Bill rate for the six-month
      period.  The Company may create a grantor trust to pay certain
      of its obligations hereunder (a so-called rabbi trust), the assets of
      which shall be, for all purposes, the assets of the Company.  In
      the event the trustee of such trust is unable or unwilling to make
      payments directly to Participants and such trustee remits payments to the
      Company for delivery to Participants, the Company shall promptly remit
      such amount, less applicable income and other taxes required to be
      withheld, to the Participant.  “Specified
    employees”

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              shall
      be determined in accordance with the methodology established by the Board
      of Directors of the Company or its
delegate.

            


    

     

    
      	
              4.3

            	
              Additional
      Benefits Following Disability.  If a Participant is
      Disabled at the time of his separation from service, the Participant shall
      receive the following benefits in addition to those described in Article
      III and Section 4.1.

            


    

     

    In the
case of a Career Earnings Participant, if (i) the Participant is Disabled at the
time of his separation from service with the Company and its Affiliates, (ii)
the Participant continues to be Disabled after age 55 or the Participant
separated from service after age 55, and (iii) the Participant did not commence
benefits under the Retirement Plan upon separation from service or, if later,
upon reaching age 55, then at the later of age 65 or the five year anniversary
of the Participant’s separation from service, the Participant shall receive a
lump-sum payment.  Such lump-sum payment shall be the actuarial
equivalent of the annuity determined in the following sentence, calculated
applying the interest rate and mortality table applicable under the Retirement
Plan for purposes of determining a lump-sum cash-out with respect to a
Participant’s benefit under the Career Earnings Formula.  The annuity
shall be equal to the difference, if any, between (i) the amount that would be
paid under the Retirement Plan as of the payment date specified in this Section
4.3, (A) determined without regard for the limitation on compensation taken into
account and/or pension benefits under the Retirement Plan by reason of Sections
401(a)(17) or 415 of the Code and (B) taking into account, in the year of
deferral, any income deferred by the Participant pursuant to the Minerals
Technologies Inc. Supplemental Savings Plan in calculating the Participant’s
Earnings under the Retirement Plan, minus the amount that would be paid under
the Retirement Plan as of the payment date specified in this Section 4.3, and
(ii) the single life annuity that was determined under this Plan as of the
payment date specified in Section 4.1, actuarially adjusted for commencement as
of the payment date specified in this Section 4.3 in a manner consistent with
the provisions of the Retirement Plan.

     

    In the
case of a Cash Balance Participant, if a Participant is Disabled at the time of
his separation from service with the Company and its Affiliates, then upon the
five-year anniversary of the Participant’s separation from service (i.e., the
date the Participant’s disability leave began), the Participant shall receive a
lump sum payment.  Such payment shall be equal to the difference, if
any, between (i) the amount of the Participant’s Cash Balance Account payable
under the Retirement Plan as of the payment date specified in this Section 4.3
that is attributable to Annual Pay Credits occurring after the Participant’s
separation from service (A) determined without regard for the limitation on
compensation taken into account and/or pension benefits under the Retirement
Plan by reason of Sections 401(a)(17) or 415 of the Code and (B) taking into
account, in the year of deferral, any income deferred by the Participant
pursuant to the Minerals Technologies Inc. Supplemental Savings Plan in
calculating the Participant’s Earnings under the Retirement Plan and (ii) the
amount of the Participant’s Cash Balance Account payable under the Retirement
Plan as of the payment date specified in this Section 4.3 that is attributable
to Annual Pay Credits occurring after the Participant’s separation from
service.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If a
Participant dies before receiving the payment provided for in this Section 4.3,
such payment shall be forfeited and shall not be made.

     

    
      	
              4.4

            	
              Distribution
      of Benefits Due to Death.  If a Career Earnings
      Participant dies before a benefit is paid under Section 4.1, the
      Participant’s Beneficiary shall receive, upon the Participant’s death, an
      amount equal to the difference between (i) the amount of the single life
      annuity pension benefit that would have been payable to a surviving spouse
      the same age as the Participant (whether or not the Participant actually
      has a surviving spouse) under the Retirement Plan upon the Participant’s
      death (A) determined without regard to the limitation on compensation
      taken into account and/or pension benefits under the Retirement Plan by
      reason of Sections 401(a)(17) or 415 of the Code and (B) taking into
      account, in the year of deferral, any income deferred by the Participant
      pursuant to the Minerals Technologies Inc. Supplemental Savings Plan in
      calculating the Participant’s Career Earnings under the Retirement Plan,
      and (ii) the amount of the single life annuity pension benefit payable to
      a surviving spouse the same age as the Participant (whether or not the
      Participant actually has such a surviving spouse) under the Retirement
      Plan upon the Participant’s death.  Such amount shall be paid in
      a single lump-sum payment that is the actuarial equivalent of the annuity
      determined under the preceding sentence, calculated applying the interest
      rate and mortality table applicable under the Retirement Plan for purposes
      of determining a lump-sum cash-out with respect to a Participant’s benefit
      under the Career Earnings Formula.

            


    

     

    
      	
               
      

            	
              If
      a Cash Balance Participant dies before a benefit is paid under Section
      4.1, the Participant’s Beneficiary shall receive, upon the Participant’s
      death, an amount equal to the difference between (i) the amount of the
      Participant’s Cash Balance Account payable under the Retirement Plan upon
      the Participant’s death and (ii) the amount of the Participant’s Cash
      Balance Account that would have been payable to the Participant under the
      Retirement Plan upon the Participant’s death (A) determined without regard
      to the limitation on compensation taken into account and/or pension
      benefits under the Retirement Plan by reason of Sections 401(a)(17) or 415
      of the Code and (B) taking into account, in the year of deferral, any
      income deferred by the Participant pursuant to the Minerals Technologies
      Inc. Supplemental Savings Plan in calculating the Participant’s Earnings
      under the Retirement Plan.  Such amount shall be paid in a
      single lump-sum payment.

            


    

     

    ARTICLE
V

     

    PLAN
ADMINISTRATION

     

    
      	
              5.1

            	
              Administrative
      Committee.  The Plan shall be administered by an
      Administrative Committee that shall consist of at least three members
      appointed by the Board of Directors of the Company or its
      delegate.

            


    

     

    
      	
              5.2

            	
              Rights
      and Duties.  The Administrative Committee shall
      administer the Plan and shall have all powers and discretion necessary to
      accomplish that purpose, including, but not limited to, the
      following:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               

            	
              (a)          
      construe, interpret, and administer the terms and intent of the Plan with
      its decisions to be final and binding on all
  parties;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      make all determinations required by the Plan, and to maintain all
      necessary records of the Plan; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      compute and certify to the Company the amount of benefits payable to
      Participants or Beneficiaries, and to determine the time and manner in
      which such benefits are to be paid.

            


    

     

    
      	
              5.3

            	
              Compensation,
      Indemnity and Liability.  The Administrative Committee
      shall serve as such without bond and without compensation for services
      hereunder.  All expenses of the Plan and the Administrative
      Committee shall be paid by the Employer.  No member of the
      Administrative Committee shall be liable for any act or omission of any
      other member or any act or omission on his own part, except his own
      willful misconduct.  The Employer shall indemnify and hold
      harmless each member of the Administrative Committee against any and all
      expenses and liabilities, including reasonable legal fees and expenses
      arising out of his membership on the Administrative Committee, except for
      expenses or liabilities arising out of his own willful
      misconduct.

            


    

     

    ARTICLE
VI

     

    CLAIMS
PROCEDURE

     

    Claims
for benefits and appeals of claim determinations under the Plan shall be
processed in the manner set forth under the claims and appeals procedures set
forth in the Retirement Plan, provided that for this purpose all references in
the Retirement Plan to the “Retirement Committee” shall be read as references to
the Administrative Committee.

    


    ARTICLE
VII

     

    AMENDMENT
AND TERMINATION

     

    
      	
              7.1

            	
              Amendment.  The
      Company, acting through its Board of Directors or its delegate, shall have
      the right to amend the Plan in whole or in part at any time, provided,
      however, that no amendment shall reduce the benefits accrued on behalf of
      any Participant as of the effective date of such amendment. Any amendment
      shall be in writing and executed by a duly authorized officer of the
      Company.

            


    

     

    
      	
              7.2

            	
              Termination
      of the Plan.  The Company reserves the right to
      discontinue and terminate the Plan at any time, in whole or in part, for
      any reason.  In the event of termination of the Plan, the
      benefits accrued under the Plan on behalf of any Participant, as of the
      effective date of such termination, shall not be reduced and shall be
      distributed at a time and in the manner determined by the Administrative
      Committee and that complies with Section 409A of the Code and the
      regulations thereunder.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ARTICLE
      VIII

            


    

     

    
      	
               
      

            	
              MISCELLANEOUS

            


    

     

    
      	
              8.1

            	
              Limitation
      on Participant’s Rights.  Participation in this Plan
      shall not give any Participant the right to be retained in the Employer’s
      employ or any rights or interest in this Plan or any assets of the
      Employer other than as herein provided.  The Company reserves
      the right to terminate the employment of any Participant without any
      liability for any claim against the Company under this Plan, except to the
      extent provided herein.

            


    

     

    
      	
              8.2

            	
              Benefits
      Unfunded.  The benefits provided by this Plan shall be
      unfunded.  All amounts payable under the Plan to Participants or
      Beneficiaries shall be paid from the general assets of the Employer, and
      nothing contained herein shall require the Company to set aside or hold in
      trust any amounts or assets for the purpose of paying
      benefits.  Participants and Beneficiaries shall have the status
      of general unsecured creditors of the Company with respect to their
      benefits under the Plan or any other obligation of the Company to pay
      benefits pursuant hereto.  Any funds of the Company available to
      pay benefits under the Plan shall be subject to the claims of general
      creditors of the Company and may be used for any purpose by the
      Company.

            


    

     

    Notwithstanding
the preceding paragraph, the Company may at any time transfer assets to a trust
for purposes of paying all or any part of its obligations under this Plan. To
the extent that assets are held in a trust when a Participant’s benefits under
the Plan become payable, the Administrative Committee shall direct the trustee
to pay such benefits to the Participant from the assets of the
trust.

     

    
      	
              8.3

            	
              Governing
      Law.  This Plan shall be interpreted in a manner
      consistent with Code Section 409A and the regulations thereunder and shall
      also be subject to and construed in accordance with the provisions of
      ERISA, where applicable, and otherwise by the laws of the State of New
      York, without regard to the conflict of law provisions of any
      jurisdiction.  If any provisions of this instrument shall be
      held by a court of competent jurisdiction to be invalid or unenforceable,
      the remaining provisions shall continue to be fully
    effective.

            


    

     

    
      	
              8.4

            	
              Certain
      Terms Used in Plan.  References herein to “separation
      from service” shall mean a separation from service within the meaning of
      Section 409A of the Code and the regulations thereunder, provided,
      however, that a 50% threshold for the level of services that constitute a
      separation shall be applied rather than a 20%
      threshold.  “Disabled” or “Disability” shall have the same
      meaning as “Disability” in the Retirement Plan.  An “Affiliate”
      means any entity that is treated as a single employer with the Company
      under Section 409A of the Code and the regulations
      thereunder.  “Beneficiary” shall mean the Participant’s estate
      or, if the Participant has designated a beneficiary in accordance with the
      procedures specified by the Administrative Committee, such
      beneficiary.

            


    

     

    
      	
              8.5

            	
              Payment
      and Taxes.  Any amount payable under this Plan shall be
      paid on the date specified herein or no later than the latest date
      permitted under Section 409A of the Code in order for such payment to be
      treated as paid on such specified date.  If all or
      any

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              portion
      of a Participant’s or Beneficiary’s benefit under this Plan shall become
      liable for the payment of any income, employment, estate, inheritance, or
      other tax that the Employer shall be required to pay or withhold, the
      Employer shall have the full power and authority to withhold and pay such
      tax out of any monies or other property credited to such Participant or
      Beneficiary at the time the benefits under this Plan are
      distributable.

            


    

     

    
      	
              8.6

            	
              Gender,
      Number, and Headings.   In this Plan, whenever the
      context so indicates, the singular or plural number and the masculine,
      feminine, or neuter gender shall be deemed to include the
      other.  Headings and subheadings in this Plan are inserted for
      convenience of reference only and are not considered in the construction
      of the provisions hereof.

            


    

     

    
      	
              8.7

            	
              Successors
      and Assigns; Nonalienation of Benefits.  This Plan shall
      inure to the benefit of and be binding upon the parties hereto and their
      successors and assigns, provided, however, that the amounts credited to
      the account of a Participant shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      charge, garnishment, execution or levy of any kind, either voluntary or
      involuntary, and any attempt to anticipate, alienate, sell, transfer,
      assign, pledge, encumber, charge or otherwise dispose of any right to any
      benefits payable hereunder shall be void, including, without limitation,
      any assignment or alienation in connection with a separation, divorce,
      child support or similar
arrangement.

            


    

     

    


     

    IN
WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly
authorized officers this 22nd day of December, 2008.

     

    MINERALS
TECHNOLOGIES INC.

    


    


    By: /s/
Kirk G. Forrest

    Kirk G. Forrest

    General Counsel

    


    


    By: /s/
D. Randy Harrison

    D. Randy
Harrison

    Vice-President
of Organization and Human Resources