0000891014-15-000004.txt : 20150305 0000891014-15-000004.hdr.sgml : 20150305 20150305150859 ACCESSION NUMBER: 0000891014-15-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150227 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150305 DATE AS OF CHANGE: 20150305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINERALS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000891014 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 251190717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11430 FILM NUMBER: 15677099 BUSINESS ADDRESS: STREET 1: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-6707 BUSINESS PHONE: 212-878-1800 MAIL ADDRESS: STREET 1: 622 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-6707 8-K 1 form8k0227.htm MTI REPORT ON FORM 8-K - FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT - J. MUSCARI
 
 

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


Date of Report (Date of earliest event reported): February 27, 2015
 

MINERALS TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Delaware
   
    1-11430
   
25-1190717
(State or other jurisdiction
 of incorporation)
  
(Commission File
 Number)
  
(IRS Employer
  Identification No.)

  622 Third Avenue, New York, NY
                
10017-6707
(Address of principal executive offices)
  
(Zip Code)

 
(212) 878-1800
  
(Registrant's telephone number, including area code)


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.
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 (17 CFR 240.13e-4(c))

 
 
 

 Item 5.02 
    Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
  On February 27, 2015, Minerals Technologies Inc. (the "Company") and Joseph C. Muscari, the Company's Chairman and Chief Executive Officer, entered into a Fifth Amendment (the "Fifth Amendment") to Mr. Muscari's Employment Agreement dated November 27, 2006. Pursuant to the Fifth Amendment, the term of Mr. Muscari's employment has been increased from eight (8) years to nine (9) years, with the term ending no earlier than March 1, 2016. The foregoing description does not purport to be complete and is qualified in its entirety by the Fifth Amendment, a copy of which is attached as Exhibit 10.1, which is incorporated herein by reference
                         

     
     
Item 9.01
 
Financial Statements and Exhibits.
 
   
(d)
Exhibits
         
     
10.1
Fifth Amendment to Employment Agreement, dated February 27, 2015, by and between Joseph C. Muscari and the Company
 
         


SIGNATURES
 
 
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.



                                          
                                        
MINERALS TECHNOLOGIES INC.
 
 
(Registrant)
 
 
 
 
 
 
 
 
   
By:
/s/ Thomas J. Meek
 
 
Name:
Thomas J. Meek
   
Title:
 
Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer
     
  Date:  March 5, 2015
 
 






MINERALS TECHNOLOGIES INC.
 
 
EXHIBIT INDEX
 
     
Exhibit No.
 __________
     
Subject Matter                                                       
 ____________________________________________________________
     
10.1
     
Fifth Amendment to Employment Agreement, dated February 27, 2015, by and between Joseph C. Muscari and the Company
     
 
 EX-10.1 2 ex10-1.htm FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
FIFTH AMENDMENT TO
EMPLOYMENT AGREEMENT

This Fifth Amendment, made as of February 24, 2015, 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 1, 2013, and the Fourth Amendment thereto, dated as of March 1, 2014 (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 February 24, 2015, 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 nine (9) years beginning on the Commencement Date and ending on the day before the ninth anniversary thereof, but not earlier than March 1, 2016.

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            2/27/15
      Thomas J. Meek                                                                                                                Date
      Senior Vice-President, General Counsel,
      Human Resources, Secretary and Chief
      Compliance Officer


Agreed to by:


 
/s Joseph C. Muscari                                                                                                2/27/15
Joseph C. Muscari                                                                                                  Date