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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 10, 2014
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MINERALS TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-11430
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25-1190717
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(State or other jurisdiction
of incorporation) |
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(Commission File
Number) |
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(IRS Employer
Identification No.) |
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622 Third Avenue, New York, NY
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10017-6707
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(Address of principal executive offices)
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(Zip Code)
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(212) 878-1800
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(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2014, Minerals Technologies Inc. (the "Company") and Joseph C. Muscari, the Company's Chairman and Chief Executive Officer, entered into a Fourth Amendment (the "Fourth Amendment") to Mr. Muscari's Employment Agreement dated November 7, 2006. Pursuant to the Fourth Amendment, the term of Mr. Muscari's employment has been increased from seven (7) years to eight (8) years, with the term ending no earlier than March 1, 2015, and the Company agreed to provide Mr. Muscari certain office and administrative assistance after his retirement. The foregoing description does not purport to be complete and is qualified in its entirety by the Fourth Amendment, a copy of which is attached as Exhibit 10.1, which is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Fourth Amendment to Employment Agreement, dated March 10, 2014, by and between Joseph C. Muscari and the Company
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MINERALS TECHNOLOGIES INC.
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(Registrant)
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By:
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/s/ Thomas J. Meek
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Name:
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Thomas J. Meek
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Title:
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Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer
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Date: March 13, 2014
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Exhibit 10.1
FOURTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Fourth Amendment, made as of March 1, 2014, by and between Minerals Technologies Inc., a Delaware corporation (the "Employer") and Joseph C. Muscari (the "Executive").
WHEREAS, the Employer and the Executive previously entered into an employment agreement, dated November 27, 2006, which was subsequently amended by the First Amendment thereto, dated as of December 18, 2008, and the Second Amendment thereto, dated as of July 21, 2010 and the Third Amendment thereto, dated as of February 21, 2013 (as amended thereby, the "Employment Agreement"); and
WHEREAS, the Employer and the Executive now wish to amend the Employment Agreement to extend its expiration date and make certain other revisions in connection therewith.
NOW, THEREFORE, the Employer and the Executive hereby amend the Employment Agreement, effective March 1, 2014, as follows:
1. The second sentence of Section 1(a) is hereby amended to read as follows:
For purposes of this Agreement, "Term" shall mean a period of eight (8) years beginning on the Commencement Date and ending on the day before the eighth anniversary thereof, but not earlier than March 1, 2015.
2. Section 3 is hereby amended to add the following paragraph at the end thereof:
In addition, for a period of ten years following Executive's retirement, Employer shall, at its expense, make available to Executive office space at Employer's corporate offices, staff support of one administrative assistant, and such other secretarial and administrative assistance as reasonably requested by Executive.
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: /s/ Thomas J. Meek 3/10/14
Thomas J. Meek Date
Senior Vice-President, General Counsel,
Human Resources, Secretary and Chief
Compliance Officer
Agreed to by:
/s/ Joseph C. Muscari 3/10/14
Joseph C. Muscari Date