ex10-7a.htm


    Exhibit
10.7(a)

    


    


    


    


    


    


    


    [Date]

    


    


    Minerals
Technologies Inc.

    405
Lexington Avenue

    New York,
NY  10174-0002

    


    Dear
Mr.                                :

    


    As you may know, a new section of the
tax code governing deferred compensation, Section 409A, was recently
enacted.  All arrangements that provide for or could provide for
deferred compensation must be amended by the end of 2008 in order to protect
employees from adverse tax consequences, including immediate inclusion in income
and a 20% penalty tax.  Accordingly, this letter amends your
change-in-control severance agreement as follows, effective December 31,
2008.

    


    1.           The
second sentence of Section 3(v) shall be amended to read as
follows:

    


    Notwithstanding
the pendency of any such dispute, the Company and its subsidiaries will continue
to pay you your full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, monthly payments of base
salary and bonus paid in the first quarter of the calendar year following the
performance year) and continue you as a participant in all incentive
compensation, benefit and insurance plans in which you were participating when
the notice giving rise to the dispute was given (other than the Savings and
Investment Plan and the Supplemental Savings and Investment Plan), until the
dispute is finally resolved in accordance with this Section 3(v).

    


    2.          Section
4(iv)(D)(1) shall be amended to read as follows:

    


    (1)           The
Company shall also pay to you all legal fees and expenses reasonably incurred by
you in connection with this Agreement (including all such fees and expenses, if
any, incurred in contesting or disputing the nature of any such termination for
purposes of this Agreement or in seeking to obtain or enforce any right or
benefit provided by this Agreement), provided that any such fees and expenses
shall be paid no later than the end of the calendar year following the calendar
year in which they are incurred; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Section
      4(iv)(D)(2) shall be amended to read as
follows:

            


    

    


    (2)           The
Company shall pay to you a lump sum amount within 90 days of your separation
from service equal to the cost for twenty-four (24) months of life, disability,
accident and health insurance benefits at the level and type in effect for you
upon your separation from service, plus a tax gross-up amount determined by the
Company with respect to such lump sum payment.  This Agreement in no
way diminishes any rights to those benefits to which you would be entitled if
you were to retire as an employee of Minerals Technologies Inc.

    


    4.           Section
4(iv)(G) is amended by replacing the phrase “in a lump sum no later than” with
“in a lump sum upon your separation from service and no later
than.”

    


    5.           Section
4(iv)(H) is added to read as follows:

    


    (H)           Notwithstanding
the foregoing, if you are a “specified employee” (within the meaning of Section
409A of the Internal Revenue Code and the regulations thereunder (“Section
409A”) using the methodology specified by the Company’s Board of Directors or
its delegate) and any payment described in Section 4(iv)(G) is subject to
Section 409A, then any such payment that would otherwise be made in the six
months following your separation from service shall be made upon the six-month
anniversary of such separation from service.  For purposes of this
Section 4, “separation from service” shall mean a separation from service,
within the meaning of Section 409A, with the Company and all other entities
treated as a single employer with the Company under Section 409A.

    


    6.           Section
7 shall be amended by adding the following at the end thereof:

    


    The
parties 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 the Company’s failure to pay such amount
at the time specified under this Agreement, the Company shall indemnify you for
any additional tax that you incur as a result of such failure, and the Company
shall pay you 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 you incur the
applicable taxes.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If you agree to this amendment, please
sign and return the enclosed copy of this letter.

    


    


    Sincerely,

    


    


    MINERALS
TECHNOLOGIES INC.

    


    


    


    By:_________________________________                                                                                     ___________________

    Date

    


    


    Agreed to
by:

    


    


    ________________________________

    [Print
Name]

    


    ________________________________

    Date