ex10-6a.htm


    Exhibit
10.6(a)

    


    


    


    


    


    


    FIRST
AMENDMENT TO

    EMPLOYMENT
AGREEMENT

    


    This First Amendment, made as of
__________, ____, by and between Minerals Technologies Inc., a Delaware
corporation (the “Employer”) and
(the “Executive”).

    


    WHEREAS, the Employer and the Executive
previously entered into an employment agreement dated (the “Employment Agreement”); and

    


    WHEREAS, the Employer and the Executive
now wish to amend the Employment Agreement to ensure compliance with section
409A of the Internal Revenue Code.

    


    NOW, THEREFORE, the Employer and the
Executive hereby amend the Employment Agreement, effective December 31, 2008, as
follows:

    


    1.           Section
7(a) shall be amended to read in its entirety as follows:

    


    7.           (a)           Employer
or Executive may terminate Executive’s employment with Employer under this
Agreement at any time by providing the other party with ninety (90) days advance
written notice, in which case Executive’s employment shall terminate at the end
of said ninety-day period.  In the event during the Term Employer
terminates the employment of Executive for reasons other than for Cause or the
Permanent Disability or death of Executive or Executive resigns for Good Reason
(as defined below), then within 90 days of Executive’s separation from service
with the Employer, Employer will pay Executive a lump sum amount equal to his
monthly Base Salary times the number of months remaining in the Term (but in no
event shall Executive be paid an amount equal to more than fifteen (15) months
of Base Salary).  In addition, Employer shall pay Executive any
“Termination Bonuses,” as defined herein, in the first calendar quarter of the
year following the performance year to which the Termination Bonus
relates.  For purposes of this Agreement, “Termination Bonuses” shall
mean amounts which would otherwise be payable to Executive during the Term
pursuant to Section 1(b) were Executive an employee of Employer, provided that
in no event will any such bonus be greater in amount than the average amount of
any such bonuses received by Executive in the two years immediately preceding
the termination of his employment with Employer, or the amount of such bonus
received by Executive in the prior year if Executive has received only one such
bonus payment.

    


    In
addition to the foregoing payments, Executive shall be entitled to coverage, at
Executive’s expense, under Employer’s Group Benefit Plan for medical and dental
expense coverage and prescription drugs until the end of the
Term.  Employer shall pay to Executive a lump sum payment within 90
days of Executive’s separation from service equal to the cost of such coverage
through end of the Term at the level and type in effect for Executive upon his
separation from service, plus a tax gross-up amount determined by Employer with
respect to such lump sum payment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    As a
condition of receiving any severance payments under this Section 7(a), Executive
shall first sign a General Release of all claims, in the form attached hereto as
Attachment “A.”

    


    Notwithstanding
the foregoing, if Executive is a “specified employee” (within the meaning of
Section 409A of the Internal Revenue Code and the regulations thereunder
(“Section 409A”) and using the methodology established by the Company’s Board of
Directors or its delegate) and any payment described in this Section 7(a) is
subject to Section 409A, then any such payment that would otherwise be made in
the six months following Executive’s separation from service shall be made upon
the six-month anniversary of such separation from service.  For
purposes of this Section 7(a), “separation from service” shall mean a separation
from service, within the meaning of Section 409A, with Employer and all other
entities treated as a single employer with Employer under Section
409A.

    


    2.           Section
10 shall be amended by adding the following at the end thereof:

    


    Executive
and Employer intend that this Agreement shall comply with Section 409A to the
extent any payments hereunder are subject to Section 409A.  In the
event that any amount payable under this Agreement becomes subject to the
additional 20% tax under Section 409A as a result of Employer’s failure to pay
such amount at the time specified under this Agreement, Employer shall indemnify
Executive for any additional tax incurred by Executive as a result of such
failure, and Employer shall pay Executive a tax gross-up amount with respect to
such indemnification (determined applying the highest marginal federal income
tax rate and the state income tax rate applicable to Executive). Such amounts
shall be paid no later than the calendar year following the year in which
Executive incurs the applicable taxes.

    


    IN WITNESS WHEREOF, the Employer and
the Executive have executed and delivered this amendment effective as of the
date shown above.

    


    


    MINERALS
TECHNOLOGIES INC.

    


    


    By:_________________________________                                                                                     ___________________

    Date

    


    


    


    Agreed to
by:

    


    


    ________________________________

    [print
name]

    


    ________________________________

    Date