EXHIBIT 10.11
Severance Agreements substantially in the following form have
been entered into with the following individuals as of January 1,
1997. Each agreement was executed for the Company by ▇▇. ▇▇▇▇▇▇,
except for the agreement with ▇▇. ▇▇▇▇▇▇, which was executed
by ▇▇. ▇▇▇▇.
Employee Position
============ ===============
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Vice President -- Organization and
Human Resources
▇▇▇▇▇ ▇▇▇▇▇▇ Vice President; President of
MINTEQ International Inc.
S. ▇▇▇▇▇▇▇ ▇▇▇▇ Vice President, General Counsel
and Secretary
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Vice President; President of
Specialty Minerals Inc.
▇▇▇▇ ▇. ▇▇▇▇▇ Vice President -- Finance and
Chief Financial Officer
▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ Chairman and Chief
Executive Officer
(Form of Agreement)
January 1, 1997
Vice President
Minerals Technologies Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Dear :
Minerals Technologies Inc. (the "Company") considers it
essential to the best interests of its stockholders to ▇▇▇▇▇▇ the
continuous employment of key management personnel. In this
connection, should the Company receive a proposal from a third
party, whether solicited by the Company or unsolicited,
concerning a possible business combination with, or the
acquisition of a substantial share of the equity or voting
securities of, the Company, the Board of Directors of the Company
(the "Board") has determined that it is imperative that it and
the Company be able to rely upon your continued services without
concern that you might be distracted by the personal
uncertainties and risks that such a proposal might otherwise
entail.
Accordingly, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's management,
yourself included, to their assigned duties without distraction
in the face of potentially disturbing circumstances that could
arise out of a proposal for a change in control of the Company.
The Board has also determined that it is in the best interests of
the Company and its stockholders to ensure your continued
availability to the Company and its subsidiaries in the event of
a "potential change in control" (as defined in Section 2 hereof).
In order to induce you to remain in the employ of the
Company and its subsidiaries and in consideration of your
agreement set forth in Section 2(iii) hereof, the Company agrees
that you shall receive the severance benefits set forth in this
letter agreement ("Agreement") in the event your employment with
the Company and its subsidiaries is terminated subsequent to a
Change in Control (as defined in Section 2 hereof) under the
circumstances described below.
1. Term of Agreement. This Agreement shall commence
on the date hereof and shall continue in effect through December
31, 1997; provided, however, the term of this Agreement shall
automatically be extended for one additional year commencing on
January 1, 1998 and each January 1 thereafter, unless, not later
than June 30 of the preceding year, the Company shall have given
notice that it does not wish to extend this Agreement; provided,
further, that, notwithstanding any such notice by the Company not
to extend, if a Change in Control shall have occurred during the
original or any extended term of this Agreement, this Agreement
shall continue in effect for a period of forty-eight (48) months
beyond the expiration of the term in effect immediately before
such Change in Control.
2. Change in Control. (i) No benefits shall be payable
hereunder unless there shall have been a Change in Control of the
Company, as set forth below. For purposes of this Agreement, a
"Change in Control" of the Company shall mean a change in control
of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change in
Control shall be deemed to have occurred if (A) subject to
Section 2(ii), any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as determined for purpose of Regulation 13D-G
under the Exchange Act as currently in effect), directly or
indirectly, of securities of the Company representing 15% or more
of the combined voting power of the Company's then outstanding
securities; or (B) during any period of two consecutive years
(not including any period prior to the execution of this
Agreement), individuals who at the beginning of such period
constitute the Board and any new director, whose election to the
Board or nomination for election to the Board by the Company's
stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to
constitute a majority of the Board; or (C) the stockholders of
the Company approve a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which
would result in the holders of the voting securities of the
Company outstanding immediately prior thereto holding immediately
thereafter securities representing more than 80% of the combined
voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation; or (D) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all of the Company's assets.
(ii) If (A) that certain Rights Agreement dated as of
October 26, 1992, by and between the Company and Chemical Bank
shall be in effect at the time any "person" becomes the
"beneficial owner", directly or indirectly, of 15% or more of the
combined voting power of the Company's then outstanding
securities and (B) there are then in office at least two
Continuing Directors, then no Change in Control shall be deemed
to have occurred for purposes of this Agreement if the Board of
Directors, including a majority of the Continuing Directors,
determines that such person has become an Acquiring Person
inadvertently and such person divests as promptly as practicable
a sufficient number of shares of the Company's voting securities
so that such person would no longer be an Acquiring Person. For
purposes of this Section 2(ii), the terms "Continuing Director"
and "Acquiring Person" shall have the meanings set forth in
Section 1 of the Rights Agreement.
(iii) You agree that, subject to the terms and conditions
of this Agreement, in the event of a potential Change in Control
of the Company occurring after the date hereof, you will not
voluntarily terminate your employment with the Company and its
subsidiaries for a period of six (6) months from the occurrence
of such potential change in control of the Company. If more than
one potential change in control occurs during the term of this
Agreement, the provisions of the preceding sentence shall be
applicable to each potential change in control occurring prior to
the occurrence of a Change in Control. For purposes of this
Agreement, a "potential change in control of the Company" shall
be deemed to have occurred if (A) the Company enters into an
agreement, the consummation of which would result in the
occurrence of a Change in Control; (B) any person (including the
Company) publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change in
Control; (C) any person becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 9.5% or
more of the combined voting power of the Company's then
outstanding securities; or (D) the Board adopts a resolution to
the effect that, for purposes of this Agreement, a potential
change in control of the Company has occurred.
3. Termination Following Change in Control. If any of the
events described in Section 2(i) hereof constituting a Change in
Control shall have occurred, you shall be entitled to the
benefits provided in Section 4(iv) hereof upon the subsequent
termination of your employment with the Company and its
subsidiaries during the term of this Agreement unless such
termination is (A) a result of your death or Retirement, or (B)
your termination for other than Good Reason, or (C) your being
terminated by the Company or any of its subsidiaries for
Disability or for Cause.
(i) Disability; Retirement. For purposes of this
Agreement, "Disability" shall mean permanent and total disability
as such term is defined under Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"). Any question as
to the existence of your Disability upon which you and the
Company cannot agree shall be determined by a qualified
independent physician selected by you (or, if you are unable to
make such selection, such selection shall be made by any adult
member of your immediate family or your legal representative),
and approved by the Company, said approval not to be unreasonably
withheld. The determination of such physician made in writing to
the Company and to you shall be final and conclusive for all
purposes of this Agreement. For purposes of this Agreement,
"Retirement" shall mean your voluntary termination of employment
with the Company in accordance with the Company's retirement
policy (excluding early retirement) generally applicable to its
salaried employees or in accordance with any retirement
arrangement established with your consent with respect to you.
(ii) Cause. For purposes of this Agreement, "Cause" shall
mean your willful breach of duty in the course of your
employment, or your habitual neglect of your employment duties.
For purposes of this Section 3(ii), no act, or failure to act, on
your part shall be deemed "willful" unless done, or omitted to be
done, by you not in good faith and without reasonable belief that
your action or omission was in the best interest of the Company
and its subsidiaries. Notwithstanding the foregoing, you shall
not be deemed to have been terminated for Cause unless and until
there shall have been delivered to you a copy of a resolution
duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board called and held for such purpose (after
reasonable notice to you and an opportunity for you, together
with your counsel, to be heard before the Board), finding that in
the good faith opinion of the Board you were guilty of conduct
set forth above in this Section 3(ii) and specifying the
particulars thereof in detail.
(iii) Good Reason. You shall be entitled to terminate your
employment for Good Reason. For the purpose of this Agreement,
"Good Reason" shall mean the occurrence, without your express
written consent, of any of the following circumstances unless, in
the case of paragraphs 3(iii)(A), (E), (F), (G), or (H), such
circumstances are fully corrected prior to the Date of
Termination (as defined in Section 3(v)) specified in the Notice
of Termination (as defined in Section 3(iv)) given in respect
thereof:
(A) the assignment to you of any duties inconsistent
with your status as Vice President, General Counsel and
Secretary of Minerals Technologies Inc., your removal from
that position, or a substantial diminution in the nature or
status of your responsibilities from those in effect
immediately prior to the Change in Control;
(B) a reduction by the Company or any of its
subsidiaries in your annual base salary or bonus as in
effect on the date hereof or as the same may be increased
from time to time;
(C) the relocation of the executive office in which
you are located prior to the Change in Control to a location
more than fifty miles therefrom or the Company or any of its
subsidiaries requiring you to be based anywhere other than
the executive office in which you are located prior to the
Change in Control except for required travel on the business
of the Company and its subsidiaries to an extent
substantially consistent with your present business travel
obligations;
(D) the failure by the Company to pay to you any
portion of an installment of deferred compensation under any
preferred compensation program of the Company within seven
(7) days of the date such compensation is due;
(E) the failure by the Company or any of its
subsidiaries to continue in effect any incentive
compensation plan in which you participate prior to the
Change in Control, unless an equitable alternative
compensation arrangement (embodied in an ongoing substitute
or alternative plan) has been provided for you, or the
failure by the Company or any of its subsidiaries to
continue your participation in any such incentive plan on
the same basis, both in terms of the amount of benefits
provided and the level of your participation relative to
other participants, as existed at the time of the Change in
Control;
(F) except as required by law, the failure by the
Company or any of its subsidiaries to continue to provide
you with benefits at least as favorable as those enjoyed by
you under the employee benefit and welfare plans of the
Company and its subsidiaries, including, without limitation,
the pension, life insurance, medical, dental, health and
accident, disability, deferred compensation retirement and
savings plans, in which you were participating at the time
of the Change in Control, the taking of any action by the
Company or any of its subsidiaries which would directly or
indirectly materially reduce any of such benefits or deprive
you of any material fringe benefit enjoyed by you at the
time of the Change in Control, or the failure by the Company
or any of its subsidiaries to provide you with the number of
paid vacation days to which you are entitled at the time of
the Change in Control;
(G) the failure of the Company to obtain a
satisfactory agreement from any successor to assume and
agree to perform this Agreement, as contemplated in Section
5 hereof; or
(H) any purported termination of your employment which
is not effected pursuant to a Notice of Termination
satisfying the requirements of Section 3(iv) below (and, if
applicable, the requirements of Section 3(ii) above); for
purposes of this Agreement, no such purported termination
shall be effective.
Your continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting
Good Reason hereunder.
(iv) Notice of Termination. Any purported termination of
your employment by the Company and its subsidiaries or by you
shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 6 hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean
a notice which shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.
(v) Date of Termination, Etc. "Date of Termination" shall
mean (A) if your employment is terminated for Disability, thirty
(30) days after Notice of Termination is given (provided that you
shall not have returned to the full-time performance of your
duties during such thirty (30) day period), and (B) if your
employment is terminated pursuant to Section 3(ii) or (iii) above
or for any other reason (other than Disability), the date
specified in the Notice of Termination (which, in the case of a
termination pursuant to Section 3(ii) above shall not be less
than thirty (30) days, and in the case of a termination pursuant
to Section 3(iii) above shall not be less than thirty (30) nor
more than sixty (60) days, respectively, from the date such
Notice of Termination is given); provided that, if within thirty
(30) days after any Notice of Termination is given the party
receiving such Notice of Termination notifies the other party
that a dispute exists concerning the grounds for termination, the
Date of Termination shall be the date on which the dispute is
finally determined, either by mutual written agreement of the
parties, by a binding arbitration award or by a final judgment,
order or decree of a court of competent jurisdiction (which is
not appealable or the time for appeal therefrom having expired
and no appeal having been perfected); provided further that the
Date of Termination shall be extended by a notice of dispute only
if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable
diligence. 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, base salary and bonus)
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, until the
dispute is finally resolved in accordance with this Section 3(v).
Amounts paid under this Section 3(v) are in addition to all other
amounts due under this Agreement and shall not be offset against
or reduce any other amounts due under this Agreement.
4. Compensation Upon Termination or During Disability.
Following a Change in Control of the Company, as defined by
Section 2(i), upon termination of your employment or during a
period of Disability you shall be entitled to the following
benefits, provided that such period of Disability or Date of
Termination occurs during the term of this Agreement:
(i) During any period that you fail to perform your
full-time duties with the Company and its subsidiaries as a
result of your Disability, you shall continue to receive an
amount equal to your base salary and bonus at the rate in effect
at the commencement of any such period through the Date of
Termination for Disability. Thereafter, your benefits shall be
determined in accordance with the insurance programs of the
Company and its subsidiaries then in effect.
(ii) If your employment shall be terminated by the Company
or any of its subsidiaries for Cause or by you other than for
Good Reason, the Company (or one of its subsidiaries, if
applicable) shall pay you your full base salary and bonus through
the Date of Termination at the rate in effect at the time Notice
of Termination is given and shall pay any amounts to be paid to
you pursuant to any other compensation plans, programs or
employment agreements then in effect, and the Company shall have
no further obligations to you under this Agreement.
(iii) If your employment shall be terminated by reason of
your death or Retirement, your benefits shall be determined in
accordance with the retirement and insurance programs of the
Company and its subsidiaries then in effect.
(iv) If your employment by the Company and its subsidiaries
shall be terminated by (a) the Company and its subsidiaries other
than for Cause, your death, Retirement, or Disability or (b) by
you for Good Reason, then you shall be entitled to the benefits
provided below:
(A) The Company (or one of its subsidiaries, if
applicable) shall pay you your full base salary and bonus
through the Date of Termination at the rate in effect at the
time the Notice of Termination is given, no later than the
fifth day following the Date of Termination, plus all other
amounts to which you are entitled under any compensation
plan of the Company applicable to you, at the time such
payments are due.
(B) The Company shall pay as severance pay to you a
severance payment (the "Unadjusted Severance Payment") equal
to 2.99 times your "Base Amount" as such term is defined
under Section 280G(b)(3) of the Code. Your Base Amount
shall be determined in accordance with Section 280G(b)(3) of
the Code and with the proposed, temporary or final
regulations promulgated under that Section in effect, if
any. In the absence of such regulations, if you were not
employed by the Company (or any corporation affiliated with
the Company (an "Affiliate") within the meaning of Section
1504 of the Code or a predecessor of the Company) during the
entire five calendar years (the "Base Period") preceding the
calendar year in which a Change in Control of the Company
occurred, your average annual compensation for the purposes
of such determination shall be the average of your annual
compensation for both complete and partial calendar years
during the Base Period during which you were so employed,
determined by annualizing any compensation (other than
nonrecurring items) includible in your gross income for any
partial calendar year. For purposes of the preceding
sentence, compensation payable to you by the Company or any
Affiliate or predecessor of the Company shall include every
type and form of compensation includible in your gross
income in respect of your employment by the Company or any
Affiliate or predecessor of the Company, including
compensation income recognized as a result of your exercise
of stock options or sale of the stock so acquired, except to
the extent otherwise provided in proposed, temporary or
final regulations promulgated under Section 280G of the Code
defining base amount.
(C) The Unadjusted Severance Payment shall not be
reduced by the amount of any other payment or the value of
any benefit received or to be received by you in connection
with your termination of employment or contingent upon a
Change in Control of the Company (whether payable pursuant
to the terms of this Agreement or any other agreement, plan
or arrangement with the Company or an Affiliate, predecessor
or successor of the Company or any person whose actions
result in a Change in Control of the Company or an Affiliate
of such person) unless (1) in the opinion of tax counsel
selected by the Company's Vice President-General Counsel and
reasonably acceptable to you, such other payment or benefit
constitutes a "parachute payment" within the meaning of
Section 280G(b)(2) of the Code, and (2) in the opinion of
such tax counsel, the Unadjusted Severance Payment plus all
other payments or benefits which constitute "parachute
payments" within the meaning of Section 280G(b)(2) of the
Code would result in a portion of the Unadjusted Severance
Payment being subject to the excise tax under Section 4999
of the Code. In such event, the amount of the Unadjusted
Severance Payment shall be reduced by the minimum amount
necessary such that no portion thereof will be subject to
the excise tax under Section 4999 of the Code. The
Unadjusted Severance Payment, as reduced, if at all,
pursuant to the provisions of this paragraph shall be
referred to as the Adjusted Severance Payment. In
determining whether the Unadjusted Severance Payment shall
be reduced under this paragraph, (i) there shall not be
included in the computation any payment if you shall have
effectively waived your receipt or enjoyment of such payment
or benefit, and (ii) the value of any non-cash benefit or
any deferred cash payment shall be determined by the
Company's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.
(D) Except to the extent that the payment thereof
would subject any payment hereunder to the excise tax under
Section 4999 of the Code:
(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); and
(2) For a twenty-four (24) month period after
termination of your employment, the Company shall arrange to
provide you with life, disability, accident and health
insurance benefits substantially similar to those which you
are receiving or entitled to receive immediately prior to
the Notice of Termination; provided, however, that 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. Benefits otherwise
receivable by you pursuant to this Section 4(iv)(D)(2) shall
be reduced to the extent comparable benefits are actually
provided to you by a subsequent employer during the
twenty-four (24) month period following your termination,
and any such benefits actually provided to you shall be
reported to the Company.
(E) If it is established pursuant to a final
determination of a court or an Internal Revenue Service
proceeding that, notwithstanding the good faith of you and
the Company in applying the terms of this Section 4(iv), the
aggregate "parachute payments" paid to or for your benefit
are in an amount that would result in any portion of such
"parachute payments" being subject to the excise tax under
Section 4999 of the Code, then you shall have an obligation
to pay the Company upon demand an amount equal to the sum of
(1) the excess of the aggregate "parachute payments" paid to
or for your benefit over the aggregate "parachute payments"
that would have been paid to or for your benefit without any
portion of such "parachute payments" being subject to the
excise tax under Section 4999 of the Code; and (2) interest
on the amount set forth in clause (1) of this sentence at
the applicable Federal rate (as defined in Section 1274(d)
of the Code) from the date of your receipt of such excess
until the date of such payment; provided, however, that in
the event and to the extent that an excise tax is
nevertheless imposed on said amount your obligation to pay
said amount to the Company is hereby waived.
(F) You shall not be required to mitigate the amount
of any payment provided for in this Section 4 by seeking
other employment or otherwise, nor shall the amount of any
payment or benefit provided for in this Section 4 be reduced
by any compensation earned by you as the result of
employment by another employer or by retirement benefits
received after the Date of Termination or otherwise, except
as specifically provided in this Section 4.
(G) The Company shall pay you the Unadjusted Severance
Payment in a lump sum no later than the fifth day following
the Date of Termination; provided, however, that if the
Company in good faith believes that the Unadjusted Severance
Payment shall be reduced under the provisions of Section
4(iv)(C) hereof, the Company shall pay to you at such time a
good faith estimate of the Adjusted Severance Payment (the
"Estimated Adjusted Severance Payment," the computation of
which shall be given to you in writing together with a
written explanation of the basis for making such adjustment)
which amount shall in no event be less than 50% of the
Unadjusted Severance Payment. The Company shall, within 60
days of the Date of Termination, either pay to you the
balance of the Unadjusted Severance Payment together with
interest thereon at the applicable Federal rate (as defined
in Section 1274(d) of the Code) or deliver to you a copy of
the opinion of the tax counsel referred to in Section
4(iv)(C) hereof establishing the amount of the Adjusted
Severance Payment. If the Adjusted Severance Payment
exceeds the Estimated Adjusted Severance Payment, the
difference shall be paid to you at such time together with
interest thereon at the applicable Federal rate (as defined
in Section 1274(d) of the Code).
5. Successors; Binding Agreement.
(i) The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company is
required to perform it. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle
you to compensation from the Company in the same amount and on
the same terms as you would be entitled hereunder if you had
terminated your employment for Good Reason following a Change in
Control, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law,
or otherwise.
(ii) This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amount would still be
payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to your devisee,
legatee or other designee or, if there is no such designee, to
your estate.
6. Notice. For the purpose of this Agreement, notices and
all other communications provided for in this Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the
attention of the Office of the Vice President-General Counsel of
the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon
receipt.
7. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by you and such
officer as may be specifically designated by the Board. No
waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any conditions or
provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made
by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
the State of New York, including Section 198 (1-a) of the New
York Labor Law. All references to sections of the Code shall be
deemed also to refer to any successor provisions to such
sections. Any payments provided for hereunder shall be paid net
of any applicable withholding required under federal, state or
local law. The obligations of the Company under Section 4 shall
survive the expiration of the term of this Agreement. Upon the
effective date of this Agreement, the prior agreement between you
and the Company dated October 21, 1992, shall terminate.
8. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
9. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
10. Arbitration. Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively
by arbitration in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered
on the arbitrator's award in any court having jurisdiction;
provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of
Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
If this letter sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed
copy of this letter which will then constitute our agreement on
this subject.
Sincerely,
MINERALS TECHNOLOGIES INC.
By: (signature of ▇▇. ▇▇▇▇▇▇)
▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇
Chairman of the Board
Chief Executive Officer and Director
Agreed to as of the
1st day of January, 1997
(signature of employee)