UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Mr. Wetherbee and the Company entered into an employment agreement commencing on March 11, 2013 (the "Effective Date").  The initial term of the Employment Agreement expires on September 30, 2014 and renews for successive one-month terms if not otherwise terminated.

Pursuant to the Employment Agreement, Mr. Wetherbee will receive an annual salary of not less than $700,000 and will participate in all benefit plans and other fringe benefits available to similarly situated executives in accordance with their respective terms. In addition to salary, Mr. Wetherbee will receive bonus payments as determined from time to time by the Company's Board of Directors or the Compensation Committee thereof. Mr. Wetherbee's initial target performance-based bonus will be $560,000.  The performance targets will be mutually agreed by Mr. Wetherbee and the Company's Board of Directors.

In addition, subject to adjustment by the Company's Board of Directors, Mr. Wetherbee will be awarded a new hire grant consisting of Deferred Restricted Stock Units (DRSUs) having a value of $600,000 on the date of grant and options to purchase shares of Company common stock, at an exercise price to be determined on the date of the grant, having a value of $300,000 on the date of grant.  These awards will cliff-vest at the third anniversary date of the grant.  Mr. Wetherbee will also be granted 6,000 Performance Units under the Company's 2013 long-term incentive plan.  All of the foregoing awards are governed by, and subject to, the terms and conditions of the Company's 2001 Stock Option & Incentive Plan, as amended and restated (the "Plan"). A copy of the Plan, as amended, was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 11, 2009, and is incorporated herein by reference.

The terms of the Employment Agreement are otherwise the Company's standard form of executive employment agreement. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Company also entered into its standard form severance agreement and intends to enter into its standard form indemnification agreement with Mr. Wetherbee, effective March 11, 2013, which agreements are filed as exhibit 10.6 filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2005, exhibit 10.7(a) filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and exhibit 10.1 filed with the Company's Current Report on Form 8-K filed on May 8, 2009, and are incorporated by reference herein.

There are no family relationships between Mr. Wetherbee and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company's press release announcing Mr. Wetherbee's appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

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                                                                                                     EXHIBIT 10.1

 

This Employment Agreement ("Agreement"), made as of February     , 2013 by and between Minerals Technologies Inc., 622 Third Avenue, New York, New York  10017-6707, a Delaware Corporation (hereinafter referred to as "Employer"), and Robert S. Wetherbee (hereinafter referred to as "Executive").

WHEREAS, in furtherance of Employer's commitment to the continued success of its businesses, and in recognition of the valuable contributions to be made by Executive, Employer has agreed to employ Executive for a period commencing on March 11, 2013 ("Commencement Date") and terminating on the expiration of the "Term" as hereinafter defined, subject to certain terms and conditions as hereinafter set forth, and Executive has indicated his willingness to accept such employment;

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties agree as follows:

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.

Notwithstanding the foregoing, if Employer terminates the employment of Executive or Executive resigns for any reason during the first twelve months of the Term, Executive shall not be entitled to the payments and coverage provided under this Section 7(a), but shall instead be entitled only to the payments provided under Section 8.

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."  The General Release must be signed no later than 30 days following Executive's separation from service.

Further 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. If the 30 day period for signing the General Release required under this Section 7(a) begins in one calendar year and ends in another, then any severance payments under this Section 7(a) that are subject to Section 409A shall be made in the later calendar year.

(b) Executive shall be required to mitigate the amount of any payment provided for pursuant to Section 7(a) by seeking other comparable employment within a reasonable commuting distance of his home, taking into account the provisions of Section 9 of this Agreement.  Anything in this Agreement to the contrary notwithstanding, in the event that Executive provides services for pay to anyone other than Employer or any of its affiliates or subsidiaries from the date Executive's employment hereunder is terminated  and during such period as Executive is receiving Termination Bonuses pursuant to Section 7(a), the Termination Bonuses to be paid to Executive during such period pursuant to this Agreement shall be reduced by the amounts of salary, bonus or other cash compensation earned by Executive during such period as a result of Executive's performing such services.

(A)  Executive shall have failed to perform any of his material obligations as set forth herein, provided that Employer has advised Executive of such failure and given Executive a reasonable period of time to cure such failure and Executive has failed to do so; or

(B) Executive shall commit acts constituting (i) a felony involving moral turpitude materially adversely reflecting on the Employer or (ii) fraud or theft against Employer.

(A)  The assignment to Executive of any duties substantially inconsistent with his status as President & Chief Executive Officer of Employer or a substantial adverse alteration in the nature or status of his responsibilities pursuant to this Agreement, except in connection with the termination of his employment for Cause, or normal retirement, death, or by Executive other than for Good Reason;

(B)  A reduction of Executive's fringe or retirement benefits that is not applied by Employer to executives generally or a reduction by Employer in Executive's Base Salary;

(C)  The merger or consolidation of Employer into or with any other entity, or the sale of all or substantially all of the assets of Employer to an unaffiliated entity unless the entity which survives such merger or to whom such assets are transferred shall assume and agree to perform the obligations of Employer hereunder pursuant to an instrument reasonably acceptable to Executive; or

(D)  Separation of Executive's office location from the principal corporate office of Employer or relocation outside the contiguous United States.

(b) Recognizing that the knowledge, information and relationship with customers, suppliers, and agents, and the knowledge of Employer's and its subsidiary companies' business methods, systems, plans and policies which Executive shall hereafter establish, receive or obtain as an employee of Employer or its subsidiary companies, are valuable and unique assets of the respective businesses of Employer and its subsidiary companies, Executive agrees that, during and after the term of his employment hereunder, he shall not (otherwise than pursuant to his duties hereunder) disclose, without the prior written approval of Employer, any such knowledge or information pertaining to Employer or any of its subsidiary companies, their business, personnel or policies, to any person, firm, corporation or other entity, for any reason or purpose whatsoever.  The provisions of this Section 9(b) shall not apply to information which is or shall become generally known to the public or the trade (other than by reason of Executive's breach of his obligations hereunder), information which is or shall become available in trade or other publications, and information which Executive is required to disclose by law or an order of a court of competent jurisdiction.  If Executive is required by law or a court order to disclose such information, he shall notify Employer of such requirement and provide Employer an opportunity (if Employer so elects) to contest such law or court order.

(c)  Executive agrees that any incentive compensation (including bonuses, stock options, and other forms of incentive compensation) paid to Executive by Employer, whether pursuant to this Agreement or otherwise, shall be subject to the repayment requirements of Employer's Policy for Recoupment of Incentive Compensation, as in effect from time to time ("Recoupment Policy"), and/or the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act").  Executive further agrees that this Agreement may be amended to the extent required by the Recoupment Policy or under the Dodd-Frank Act to provide for such repayment.

(b) Executive acknowledges and agrees that Employer's remedies at law for a breach or threatened breach of any of the provisions of Section 9 would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, Employer, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

(c) This Agreement shall not be assignable by Executive.

MINERALS TECHNOLOGIES INC.

Agreed to:

                                EXHIBIT 99.1

MINERALS TECHNOLOGIES INC. ELECTS ROBERT S. WETHERBEE PRESIDENT AND CHIEF EXECUTIVE OFFICER;

JOSEPH C. MUSCARI BECOMES EXECUTIVE CHAIRMAN

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NEW YORK, March 4—Minerals Technologies Inc. (NYSE: MTX) announced today that its Board of Directors has elected Robert S. Wetherbee President and Chief Executive Officer, and that Joseph C. Muscari, who has served as Chairman and Chief Executive Officer since 2007, will remain with the company as Executive Chairman. Mr. Wetherbee, who was President of ATI Tungsten Materials in Nashville, Tennessee, a business unit of Allegheny Technologies, Inc., will join the company March 11.

"I am very pleased that we have someone of Bob Wetherbee's caliber join MTI as CEO," said Mr. Muscari. "He is an accomplished global business leader with more than 30 years of experience in general management, finance, operations and marketing. I am confident that Minerals Technologies will continue on its high-performance track with Bob as CEO and I look forward to working with him."

Before joining Allegheny Technologies, Mr. Wetherbee spent 29 years at Alcoa Inc. in positions of increasing responsibility, including president of two business units with more than $2 billion in revenues. He served as Vice President, Market Strategy, for Alcoa from 2006 through 2010, where he focused on new product development and global market positioning for Alcoa's downstream value-added products. Before that, he was President of Alcoa Rigid Packaging, a $2.4 billion business with 2,250 people from 2004 to 2006. This business unit supplied global customers in the beverage and food can industry.  From 2003 through 2004, Mr. Wetherbee served as President, Alcoa Mill Products, which had $2 billion in revenues and 3,600 people at nine locations that supplied customers in the aerospace, ground transportation, and building and construction industries.

Mr. Wetherbee joined Alcoa in 1981 in Finance, where he held various positions until 1991. Between 1991 and 2003, he served in roles of increasing responsibility in general management, including General Manager of the Americas' Closure business, CEO/President of eBusiness and Metalspectrum, and Business Development Manager, Europe.

Mr. Wetherbee holds a Bachelor of Science degree in Industrial Administration and Accounting from Iowa State University in Ames, Iowa. He served as co-chair of the Blue Green Alliance Corporate Advisory Council, a national partnership between labor unions and environmental organizations, and has been active in numerous community organizations throughout his career.

Minerals Technologies Inc. is a resource- and technology-based growth company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and related systems and services. The company recorded sales of $1.01 billion in 2012.

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