Item 5.02 Departure of Directors or Executive Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
At its meeting on May 11, 2009, the Compensation Committee of the Board of Directors of Minerals Technologies Inc. (the "Corporation") amended the Corporation's 2001 Stock Award and Incentive Plan (the "Plan") as follows, with respect to grants made under the Plan after March 18, 2009:
• Changed the definition of the term "Change in Control" in the Plan to refer to "30%" rather than "15%" each time that number is contained in that definition; and
• Provided that the vesting, acceleration, and exercisability of awards under the Plan triggered by a Change in Control would occur only following termination of a participant's employment by his or her employer, or the participant's termination of employment as a result of a material diminution of his or her duties. The Plan is subject to approval of the Corporation's shareholders at its Annual Stockholders' Meeting on May 20, 2009. The amended 2001 Stock Award and Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.