ex10-15.htm


    Exhibit
10.15

    


    


    


    


    


    


    


    


    MINERALS
TECHNOLOGIES INC.

    SUPPLEMENTAL
SAVINGS PLAN

    (AMENDED
AND RESTATED EFFECTIVE DECEMBER 31, 2008)

     

    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    MINERALS
TECHNOLOGIES INC.

    SUPPLEMENTAL
SAVINGS PLAN

    


    


    WHEREAS, Minerals Technologies
Inc. (the “Company”) heretofore adopted the Minerals Technologies Inc. Nonfunded
Deferred Compensation and Supplemental Savings Plan (the “Plan”), an unfunded
plan maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated employees within the meaning of the
United States Code of Federal Regulations Section 2520.104-23 and Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974 (“ERISA”); and

    


    WHEREAS, the Company desires
to amend the Plan to satisfy the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and rename the Plan the “Minerals
Technologies Inc. Supplemental Savings Plan.”

    


    NOW, THEREFORE, effective
December 31, 2008, the Plan is amended and restated to comply with Section 409A
of the Code, with the Plan being operated in good faith compliance with Code
Section 409A for the period January 1, 2005 to December 31, 2008.

    


    


    SECTION
1.  PURPOSE OF PLAN

    


    The Plan
is unfunded and is maintained for the purpose of providing deferred compensation
to a select group of management and highly compensated employees of the Company
within the meaning of the United States Code of Federal Regulations Section
2520.104-23 and Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.  The Plan will be administered in accordance with such purpose
and in accordance with the provisions of Section 409A of the Code.

    


    


    SECTION
2.  DEFINITIONS

    


    “Administrator” means the
committee appointed pursuant to Section 13.1 and its delegates.

    


    “Base Salary Compensation”
means Compensation that represents a Participant’s base salary and is paid with
respect to services performed in same year the amount is paid.

    


    “Beneficiary” means the person
or entity determined to be a Participant’s beneficiary pursuant to Section
12.

    


    “Board” means the board of
directors of the Company.

    


    “Bonus Compensation” means
Compensation that is a bonus or similar amount paid with respect to services
performed in a year prior to the year in which the amount is paid.

    


    “Change in Control” means a
“change in ownership” of the Company, a “change in effective


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    control”
of the Company, or a “change in the ownership of a substantial portion of the
assets” of the Company (within the meaning of Section 409A of the Code and the
regulations thereunder).

    


    “Code” means the Internal
Revenue Code of 1986, as amended from time to time.

    


    “Company” means Minerals
Technologies Inc.

    


    “Compensation” means the
Participant’s Compensation as defined in the 401(k) Plan.

    


    “Employer” means the Company
and subsidiaries of the Company participating in this Plan.

    


    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to
time.

    


    “401(k) Plan” means the
Minerals Technologies Inc. Savings and Investment Plan, as amended from time to
time.

    


    “Participant” means an
employee of the Employer who is eligible to participate in the Plan pursuant to
Section 3.

    


    “Plan” means the Minerals
Technologies Inc. Supplemental Savings Plan, as set forth herein and as amended
from time to time.

    


    “Plan Year” means the calendar
year.

    


    


    SECTION
3.  ELIGIBLE EMPLOYEES

    


    The
Administrator shall determine which management employees and highly compensated
employees of the Employer shall be eligible to participate in the Plan from time
to time, the eligibility waiting period and such other conditions as may be
applicable from time to time.

    


    


    SECTION
4.  MAKE-UP DEFERRALS AND COMPANY CONTRIBUTION

    


    A
Participant may elect to defer from 1% to 6% (or, if greater, the maximum rate
for before-tax contributions permitted for participants in the 401(k) Plan who
are “highly compensated employees” within the meaning of Code Section 414(q)) of
his or her Base Salary Compensation for a Plan Year by filing an election with
the Administrator pursuant to Section 6.  Such deferral election shall
apply to Base Salary Compensation once all Compensation paid to the Participant
in the Plan Year reaches the Code Section 401(a)(17) limit for the year,
including as Compensation any amounts that would have been Compensation had they
not been deferred pursuant to Section 5.  Such deferral election shall
not apply to any Bonus Compensation.

    


    For each
payroll period in which a Participant defers Base Salary Compensation pursuant
to this


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
4, the Company shall credit a hypothetical matching contribution of 100% of the
first 2%, and 50% of the next 4%, of such deferred Compensation.

    


    


    SECTION
5.  ADDITIONAL DEFERRALS

    


    In
addition to the deferrals provided for in Section 4, a Participant may elect to
defer from 1% to 50% of his or her Base Salary Compensation and/or Bonus
Compensation for a Plan Year by filing an election with the Administrator
pursuant to Section 6.  Such deferral election shall apply to all
Compensation, including as Compensation any amounts that would have been
Compensation had they not been deferred pursuant to Section
4.  Separate elections shall be made with respect to Base Salary
Compensation and Bonus Compensation.  No matching contributions shall
be credited with respect to deferrals under this Section 5.

    


    


    SECTION
6. MANNER OF ELECTION

    


    With
respect to deferrals of Base Salary Compensation for a Plan Year, such election
must be filed on or prior to November 30 (or such other date not later than
December 31 that the Administrator may specify) of the preceding Plan
Year.  For example, a Participant must elect in 2008 to defer Base
Salary Compensation earned in 2009.  With respect to deferrals of
Bonus Compensation for a Plan Year, such election must be filed on or prior to
November 30 (or such other date not later than December 31 that the
Administrator may specify) of the Plan Year preceding the Plan Year for which
the Bonus Compensation is earned.  For example, a Participant must
elect in 2008 to defer Bonus Compensation earned in 2009 that is normally paid
in 2010.

    


    Elections
under the preceding paragraph shall be binding and irrevocable after December 31
of the Plan Year in which they must be filed.  However, any election
so made shall not apply to any subsequent Plan Year, and thus a new election
must be filed for any subsequent Plan Year on or before November 30 (or
such other date not later than December 31 that the Administrator may specify)
of the immediately preceding Plan Year.  Notwithstanding the
foregoing,  subject to the provisions of Section 409A of the Code, a
Participant who first becomes eligible to participate in the Plan after the
beginning of a Plan Year by reason of being hired by the Employer on or after
January 1 of a Plan Year shall be entitled to make a deferral election under
Section 4 and/or Section 5 with respect to Base Salary Compensation to be earned
after the date of the election within thirty days of becoming
eligible.

    


    Any
election made by a Participant pursuant to this Plan shall be made by executing
such forms as the Administrator shall from time to time prescribe.

    


    


    SECTION
7. ACCOUNTS


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Company shall establish and maintain on its books with respect to each
Participant a separate account which shall record (a) any Compensation deferred
by the Participant under the Plan pursuant to the Participant’s election, (b)
any hypothetical Company contributions made on behalf of the Participant
pursuant to Section 4, and (c) the allocation of any hypothetical investment
experience.

    


    SECTION
8.  INVESTMENT OF ACCOUNTS

    


    Each
Participant’s account shall be deemed invested in the hypothetical investment
options (designated by the Administrator as available under the Plan) as the
Participant may elect, from time to time, in accordance with such rules and
procedures as the Administrator may establish.  The Administrator may
designate more than one investment option for different types of deferrals, or
the Administrator may mandate a particular investment option for a type of
deferral.  Pursuant to procedures established by the Administrator,
each Participant’s account shall be adjusted as of each business day the New
York Stock Exchange is open to reflect the earnings or losses of such investment
options.  However, any hypothetical Company matching contributions
made under Section 4 shall initially be treated as invested in shares of Company
stock.  To the extent a Participant’s account is treated as invested
in Company stock, any cash dividends declared on Company stock shall be treated
as reinvested in additional shares of Company stock.  No provision of
the Plan shall require the Company to actually invest any amounts in any fund or
in any other investment vehicle.

    


    SECTION
9.  VESTED STATUS

    


    Each
Participant shall have a nonforfeitable (vested) right to the fair market value
of the Participant’s account.

    


    SECTION
10.  TIME AND MANNER OF DISTRIBUTION

    


    Distribution
of a Participant’s account shall normally be made in the form of a lump-sum
payment within ninety days following the Participant’s separation from service
(within the meaning of Treas. Reg. §1.401(a)(9)-1(h)) with the Employer and any
other entity treated as a single service recipient or employer pursuant to
Treas. Reg. §1.409A-1(h).  However, if the Employer is subject to the
provisions of Section 409A(a)(2)(B)(i) of the Code, and if the Participant is a
“specified employee” of the Employer (as defined under said Section
409A(a)(2)(B)(i)), distribution shall be made in the seventh month following the
month in which the separation from service occurs.  “Specified
employees” shall be identified using the methodology set forth in writing by the
Company’s Vice-President, Organization and Human Resources, which methodology
shall be considered a part of this Plan.

    


    Any
distribution under this Plan shall be made in the form of cash and shall be
subject to federal, state and/or local tax withholding and any social security
withholding tax as may be required by law.

    


    SECTION
11.  DEATH BENEFIT


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    In the
event of the death of a Participant prior to the date distribution of his
account is made, the Participant’s account shall be distributed to the
Participant’s Beneficiary in a single lump sum payment within the ninety day
period following the Participant’s death.

    


    SECTION
12.  BENEFICIARY DESIGNATION

    


    A
Participant may designate the person or persons to whom the Participant’s
account under the Plan shall be paid in the event of the Participant’s death by
filing a designation of beneficiary form with the Administrator.  If
no Beneficiary is designated under the Plan or no Beneficiary designated under
the Plan survives the Participant, the Beneficiary designated under the 401(k)
Plan shall apply.  If no Beneficiary is designated under the 401(k)
Plan or no Beneficiary designated under the 401(k) Plan survives the
Participant, payment shall be made to the Participant’s surviving spouse, or if
none, to the Participant’s estate.

    


    SECTION
13.  PLAN ADMINISTRATION

    


    13.1  Administration.  The
Plan shall be administered by a committee consisting of the same individuals
serving as members of the 401(k) Plan Committee.  Any change in the
membership of the 401(k) Plan Committee shall also constitute a change in
membership of the committee of this Plan.  The committee may delegate
its authority as it considers appropriate for the administration of the Plan,
and references in this Plan to the Administrator shall be interpreted to include
the individuals or organizations to which the committee has delegated its
authority.

    


    The
Administrator is authorized to interpret and construe any provision of the Plan,
to determine eligibility and benefits under the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, to adopt such forms as it
may deem appropriate for the administration of the Plan, to provide for
conditions and assurances deemed necessary or advisable to protect the interests
of the Company and to make all other determinations necessary or advisable for
the administration of the Plan, but only to the extent not contrary to the
express provisions of the Plan or the provisions of Section 409A of the Code and
the regulations and rulings promulgated thereunder.  The Administrator
shall be responsible for the day-to-day administration of the
Plan.  Determinations, interpretations or other actions made or taken
by the Administrator under the Plan shall be final and binding for all purposes
and upon all persons.

    


    13.2  Review
Procedure.  

    


    
      	
               
      

            	
              (a)Pursuant
      to procedures established by the Administrator, claims for benefits under
      the Plan made by a Participant or Beneficiary (the "claimant") must be
      submitted in writing to a Plan Representative named by the
      Administrator.  

            


    

    


    
      	
               
      

            	
              If
      a claim is denied in whole or in part, the Plan Representative shall
      notify the claimant within ninety days after receipt of the claim (or
      within one hundred eighty days if special circumstances require an
      extension of time for processing the claim, and provided written notice
      indicating the special circumstances and
the

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              date
      by which a final decision is expected to be rendered is given to the
      claimant within the initial ninety day period).  If notification
      is not given in such period, the claim shall be considered denied as of
      the last day of such period and the claimant may request a review of the
      claim.

            


    

    


    
      	
               
      

            	
              The
      notice of the denial of the claim shall be written in a manner calculated
      to be understood by the claimant and shall set forth the
      following:

            


    

    


    
      	
               
      

            	
              (i)the
      specific reason or reasons for the denial of the
  claim;

            


    

    


    
      	
               
      

            	
              (ii)the
      specific references to the pertinent Plan provisions on which the denial
      is based;

            


    

    


    
      	
               
      

            	
              (iii)a
      description of any additional material or information necessary to perfect
      the claim, and an explanation of why such material or information is
      necessary; and

            


    

    


    
      	
               
      

            	
              (iv)a
      statement that any appeal of the denial must be made by giving to the
      Administrator, within sixty days after receipt of the denial of the claim,
      written notice of such appeal, such notice to include a full description
      of the pertinent issues and basis of the
claim.

            


    

    


    
      	
               
      

            	
              (b)Upon
      denial of a claim in whole or part, the claimant (or his duly authorized
      representative) shall have the right to submit a written request to the
      Administrator for a full and fair review of the denied claim, to be
      permitted to review documents pertinent to the denial, and to submit
      issues and comments in writing.  Any appeal of the denial must
      be given to the Administrator within the period of time prescribed under
      clause (a)(iv) above.  If the claimant (or his duly authorized
      representative) fails to appeal the denial to the Administrator within the
      prescribed time, the Plan Representative’s adverse determination shall be
      final, binding and conclusive.

            


    

    


    The
Administrator may hold a hearing or otherwise ascertain such facts as it deems
necessary and shall render a decision which shall be binding upon both
parties.  The Administrator shall advise the claimant of the results
of the review within sixty days after receipt of the written request for the
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible but
not later than one hundred twenty days after receipt of the request for
review.  If such extension of time is required, written notice of the
extension shall be furnished to the claimant prior to the commencement of the
extension.  The decision of the review shall be written in a manner
calculated to be understood by the claimant and shall include specific reasons
for the decision and specific references to the pertinent Plan provisions on
which the decision is based.  The decision of the Administrator shall
be final, binding and conclusive.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              SECTION
      14.  FUNDING

            


    

    


    14.1  Plan
Unfunded.  The Plan is unfunded for tax purposes and for
purposes of Title I of ERISA.  Accordingly, the obligation of the
Company to make payments under the Plan constitutes solely an unsecured (but
legally enforceable) promise of the Company to make such payments, and no
person, including any Participant or Beneficiary shall have any lien, prior
claim or other security interest in any property of the Company as a result of
this Plan.  Any amounts payable under the Plan shall be paid out of
the general assets of the Company and each Participant and Beneficiary shall be
deemed to be a general unsecured creditor of the Company.

    


    14.2  Rabbi
Trust.  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 Beneficiaries and such trustee remits payments to the Company
for delivery to Participants and Beneficiaries, the Company shall promptly remit
such amount, less applicable income and other taxes required to be withheld, to
the Participant or Beneficiary.

    


    
      	
               
      

            	
              SECTION
      15.  AMENDMENT

            


    

    


    The
Company, by resolution of the Board or its delegate, shall have the right to
amend the Plan at any time subject to the provisions of Section 409A of the
Code; provided, however, that no such action shall, without the Participant’s
consent, impair a Participant’s right with respect to any existing account under
the Plan.

    


    SECTION
16.  TERMINATION OF THE PLAN

    


    The
Company, by resolution of the Board or its delegate, and subject to the
provisions of Section 409A of the Code, may elect to terminate and liquidate the
Plan within the thirty days preceding or the twelve months following a Change in
Control provided all agreements, methods, programs and other arrangements
sponsored by the Company immediately after the time of the Change in Control
with respect to which deferrals of Compensation are treated as having been
deferred under a single plan under Section 409A of the Code are terminated and
liquidated with respect to each Participant that experienced the Change in
Control, so that under the terms of the termination and liquidation, all such
Participants are required to receive their vested accounts under the terminated
agreements, methods, programs and other arrangements within
twelve  months of the date the Company irrevocably takes all necessary
action to terminate and liquidate the agreements, methods, programs and other
arrangements.

    


    SECTION
17.  NO ASSIGNMENT

    


    A
Participant’s right to the amount credited to his or her account under the Plan
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by creditors of the
Participant or the Participant’s Beneficiary.  Provided, however, that
the Company shall have the unrestricted right to set off against
or


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    recover
out of any payments or benefits becoming payable to or for the benefit of a
Participant, at the time such payments or benefits otherwise become payable
hereunder, any amounts owed or owing to the Company by such
Participant.

    


    SECTION
18.  SUCCESSORS AND ASSIGNS

    


    The
provisions of this Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and the Participant, his or her
Beneficiaries, heirs, legal representatives and assigns.

    


    SECTION
19.  NO CONTRACT OF EMPLOYMENT

    


    Nothing
contained herein shall be construed as a contract of employment between a
Participant and the Employer, or as a right of the Participant to continue in
employment with the Employer, or as a limitation of the right of the Employer to
discharge the Participant at any time, with or without cause.

    


    SECTION
20.  GOVERNING LAW

    


    This Plan
shall be interpreted in a manner consistent with Code Section 409A and the
guidance issued thereunder by the Department of the Treasury and the Internal
Revenue Service 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.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    


    


    MINERALS TECHNOLOGIES
INC.

    


    


    


    BY: /s/ Kirk
Forrest

    Kirk Forrest

    General Counsel

    


    


    BY: /s/ D. Randy
Harrison

    D. Randy Harrison

    Senior Vice-President, Organization
and Human Resources