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Minerals Technologies Inc – ‘10-K’ for 12/31/15 – ‘EX-10.15(D)’

On:  Friday, 2/19/16, at 11:24am ET   ·   For:  12/31/15   ·   Accession #:  1140361-16-54076   ·   File #:  1-11430

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/16  Minerals Technologies Inc         10-K       12/31/15   96:19M                                    Broadridge Fin’l So… Inc

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Minerals Technologies Inc. 10-K 12-31-2015          HTML   1.49M 
 3: EX-10.15(D)  Material Contract                                  HTML     51K 
 2: EX-10.6(C)  Material Contract                                   HTML     53K 
 4: EX-21.1     Subsidiaries List                                   HTML     43K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     25K 
 6: EX-24       Power of Attorney                                   HTML     34K 
10: EX-95       Mine-Safety Disclosure                              HTML     61K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 9: EX-32       Certification -- §906 - SOA'02                      HTML     27K 
17: R1          Document and Entity Information                     HTML     52K 
18: R2          Consolidated Balance Sheets                         HTML    125K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     43K 
20: R4          Consolidated Statements of Income                   HTML    134K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     58K 
22: R6          Consolidated Statements of Cash Flows               HTML    147K 
23: R7          Consolidated Statements of Shareholders' Equity     HTML     78K 
24: R8          Summary of Significant Accounting Policies          HTML     67K 
25: R9          Business Combination                                HTML    117K 
26: R10         Restructuring Charges                               HTML     81K 
27: R11         Stock-Based Compensation                            HTML    112K 
28: R12         Earnings Per Share (Eps)                            HTML    109K 
29: R13         Discontinued Operations                             HTML     74K 
30: R14         Income Taxes                                        HTML    182K 
31: R15         Inventories                                         HTML     41K 
32: R16         Property, Plant and Equipment                       HTML     51K 
33: R17         Goodwill and Other Intangible Assets                HTML    146K 
34: R18         Derivative Financial Instruments and Hedging        HTML     43K 
                Activities                                                       
35: R19         Fair Value of Financial Instruments                 HTML     66K 
36: R20         Financial Instruments and Concentrations of Credit  HTML     32K 
                Risk                                                             
37: R21         Long-Term Debt and Commitments                      HTML     52K 
38: R22         Benefit Plans                                       HTML    466K 
39: R23         Leases                                              HTML     29K 
40: R24         Litigation                                          HTML     41K 
41: R25         Stockholders' Equity                                HTML    111K 
42: R26         Accumulated Other Comprehensive Income (Loss)       HTML     89K 
43: R27         Accounting for Asset Retirement Obligations         HTML     48K 
44: R28         Non-Controlling Interests                           HTML     47K 
45: R29         Segment and Related Information                     HTML    294K 
46: R30         Quarterly Financial Data (Unaudited)                HTML    278K 
47: R31         Schedule Ii-Valuation and Qualifying Accounts       HTML     52K 
48: R32         Summary of Significant Accounting Policies          HTML    145K 
                (Policies)                                                       
49: R33         Business Combination (Tables)                       HTML    106K 
50: R34         Restructuring Charges (Tables)                      HTML     80K 
51: R35         Stock-Based Compensation (Tables)                   HTML    106K 
52: R36         Earnings Per Share (Eps) (Tables)                   HTML    106K 
53: R37         Discontinued Operations (Tables)                    HTML     72K 
54: R38         Income Taxes (Tables)                               HTML    185K 
55: R39         Inventories (Tables)                                HTML     40K 
56: R40         Property, Plant and Equipment (Tables)              HTML     49K 
57: R41         Goodwill and Other Intangible Assets (Tables)       HTML    143K 
58: R42         Fair Value of Financial Instruments (Tables)        HTML     57K 
59: R43         Long-Term Debt and Commitments (Tables)             HTML     44K 
60: R44         Benefit Plans (Tables)                              HTML    482K 
61: R45         Stockholders' Equity (Tables)                       HTML    102K 
62: R46         Accumulated Other Comprehensive Income (Loss)       HTML     85K 
                (Tables)                                                         
63: R47         Accounting for Asset Retirement Obligations         HTML     45K 
                (Tables)                                                         
64: R48         Non-Controlling Interests (Tables)                  HTML     46K 
65: R49         Segment and Related Information (Tables)            HTML    293K 
66: R50         Quarterly Financial Data (Unaudited) (Tables)       HTML    276K 
67: R51         Summary of Significant Accounting Policies          HTML     70K 
                (Details)                                                        
68: R52         Business Combination (Details)                      HTML    140K 
69: R53         Restructuring Charges (Details)                     HTML     73K 
70: R54         Stock-Based Compensation (Details)                  HTML    156K 
71: R55         Earnings Per Share (Eps) (Details)                  HTML     92K 
72: R56         Discontinued Operations (Details)                   HTML     56K 
73: R57         Income Taxes (Details)                              HTML    182K 
74: R58         Inventories (Details)                               HTML     39K 
75: R59         Property, Plant and Equipment (Details)             HTML     50K 
76: R60         Goodwill and Other Intangible Assets (Details)      HTML     77K 
77: R61         Goodwill and Other Intangible Assets, Acquired      HTML     48K 
                Intangible Assets (Details)                                      
78: R62         Derivative Financial Instruments and Hedging        HTML     44K 
                Activities (Details)                                             
79: R63         Fair Value of Financial Instruments (Details)       HTML     47K 
80: R64         Financial Instruments and Concentrations of Credit  HTML     28K 
                Risk (Details)                                                   
81: R65         Long-Term Debt and Commitments (Details)            HTML    132K 
82: R66         Benefit Plans (Details)                             HTML    298K 
83: R67         Leases (Details)                                    HTML     64K 
84: R68         Litigation (Details)                                HTML     70K 
85: R69         Stockholders' Equity (Details)                      HTML    146K 
86: R70         Accumulated Other Comprehensive Income (Loss)       HTML     92K 
                (Details)                                                        
87: R71         Accounting for Asset Retirement Obligations         HTML     44K 
                (Details)                                                        
88: R72         Non-Controlling Interests (Details)                 HTML     47K 
89: R73         Segment and Related Information (Details)           HTML    116K 
90: R74         Segment and Related Information, Sales By Region    HTML     52K 
                Category (Details)                                               
91: R75         Segment and Related Information, by Product         HTML     67K 
                (Details)                                                        
92: R76         Quarterly Financial Data (Unaudited) (Details)      HTML    103K 
93: R77         Schedule Ii-Valuation and Qualifying Accounts       HTML     35K 
                (Details)                                                        
95: XML         IDEA XML File -- Filing Summary                      XML    159K 
94: EXCEL       IDEA Workbook of Financial Reports                  XLSX    128K 
11: EX-101.INS  XBRL Instance -- mtx-20151231                        XML   6.23M 
13: EX-101.CAL  XBRL Calculations -- mtx-20151231_cal                XML    363K 
14: EX-101.DEF  XBRL Definitions -- mtx-20151231_def                 XML    881K 
15: EX-101.LAB  XBRL Labels -- mtx-20151231_lab                      XML   2.85M 
16: EX-101.PRE  XBRL Presentations -- mtx-20151231_pre               XML   1.64M 
12: EX-101.SCH  XBRL Schema -- mtx-20151231                          XSD    207K 
96: ZIP         XBRL Zipped Folder -- 0001140361-16-054076-xbrl      Zip    350K 


‘EX-10.15(D)’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 

Exhibit 10.15(d)

AMENDMENT TO THE
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN

WHEREAS, Minerals Technologies Inc. (the "Employer") heretofore adopted the Minerals Technologies Inc. Savings and Investment Plan, as amended and restated effective as of January 1, 2013 (the "Plan") for the benefit of certain of its employees; and

WHEREAS, the Employer reserved the right to amend the Plan; and

WHEREAS, the Employer desires to amend the Plan to add an automatic enrollment feature, an Employer matching contribution and an Employer discretionary contribution for certain union employees of the Dover, Ohio plant;

NOW, THEREFORE, the Plan is hereby amended, effective as of July 1, 2015 unless otherwise stated herein, as follows:

1. Section 4.1(a) of the Plan shall be amended by adding the following to the end thereof:

“Notwithstanding the foregoing, any Employee who is a member of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 521, at Minteq International, Inc., Dover Ohio plant, upon first becoming eligible to participate in the Plan on or after July 1, 2015, who fails to affirmatively make any deferral election (including an election to contribute zero percent (0%) of his Compensation to the Plan) within the time prescribed by the Administrator, shall be deemed to have elected to defer three percent (3%) of his Compensation as a pre-tax contribution (“deemed elective deferral”). The Administrator shall provide to each Employee a notice of his right to receive the amount of the deemed elective deferral in cash and his right to increase or decrease his rate of elective deferrals.  The Administrator shall also provide each such Employee a reasonable period to exercise such right before the date on which the cash is currently available.

Notwithstanding the foregoing, effective July 1, 2018, any Employee eligible to participate in the Plan pursuant to Section 3.1 who is a member of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 521, at Minteq International, Inc., Dover Ohio plant, was hired prior to July 1, 2015 and is deferring zero percent of his Compensation to the Plan, shall be deemed to have elected to defer three percent (3%) of his Compensation as a pre-tax contribution (“deemed elective deferral”)  The Administrator shall provide to each Employee a notice of his right to receive the amount of the deemed elective deferral in cash and his right to increase or decrease his rate of elective deferrals. The Administrator shall also provide each such Employee a reasonable period to exercise such right before the date on which the cash is currently available.”

2. The last paragraph under Section 4.3(a) shall be amended to read in its entirety as follows:

“Notwithstanding the foregoing, no Safe-Harbor Basic Matching Contributions made pursuant to Section 4.3(a) shall be made for any Participant who is a member of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 521, at Minteq International, Inc., Dover Ohio plant.”
 
1

3. Section 4.3 of the Plan shall be amended by adding the following subsections (d) and (e) to the end thereof:

“(d) Dover Employer Matching ContributionsFor each payroll period, the Employer may contribute to the Plan, on behalf of each Participant who is a member of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 521, at Minteq International, Inc., Dover Ohio plant  and was hired on or after July 1, 2015, a discretionary matching contribution equal to one hundred percent (100%) of the first three percent (3%) of the Participant’s Compensation contributed as elective deferrals (within the meaning of Section 4.1) and/or Employee after-tax contributions (within the meaning of Section 4.2), plus fifty percent (50%) of the next two percent (2%) of the Participant’s Compensation contributed as elective deferrals (within the meaning of Section 4.1) and/or Employee after-tax contributions (within the meaning of Section 4.2) for the period during which elective deferrals and/or Employee after-tax contributions are made by the Participant.  The Board of Directors of Minerals Technologies Inc. may also determine to increase, suspend or reduce its contributions under this Section for any Plan Year or any portion thereof, provided any such suspension or reduction does not violate Section 411(d)(6) of the Code.  Allocations under this Section shall be subject to the special rules of Section 13.3 in any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 13.2(b)).

Notwithstanding the foregoing, effective July 1, 2018, for each payroll period, the Employer may contribute to the Plan, on behalf of each Participant who is a member of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 521, at Minteq International, Inc., Dover Ohio plant and was hired prior to July 1, 2015, a discretionary matching contribution equal to fifty percent (50%) of the first two percent (2%) of the Participant’s Compensation contributed as elective deferrals (within the meaning of Section 4.1) and/or Employee after-tax contributions (within the meaning of Section 4.2) for the period during which elective deferrals and/or Employee after-tax contributions are made by the Participant.  The Board of Directors of Minerals Technologies Inc. may also determine to suspend or reduce its contributions under this Section for any Plan Year or any portion thereof, provided any such suspension or reduction does not violate Section 411(d)(6) of the Code.  Allocations under this Section shall be subject to the special rules of Section 13.3 in any Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 13.2(b)).”

 “(e) Annual Dover ContributionsAn annual Dover contribution will be made for any eligible Participant who is a member of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 521, at Minteq International, Inc., Dover Ohio plant, in accordance with the allocation schedule attached hereto as Exhibit A.  For purposes of these allocations, an Employee’s years of service will be based on full years of service as of July 31st of the allocation year.

To be eligible for an allocation of an Annual Dover Contribution for a Plan Year you must be a member of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Local 521, at Minteq International, Inc., Dover Ohio plant, hired prior to July 1, 2015, and be employed by the Employer on July 31st of the year for which such Employer Discretionary Dover Contribution is made to the Plan.”
 
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4.
Section 6.1 of the Plan shall be amended to read in its entirety as follows:

 “6.1 VESTING.  A Participant shall at all times have a nonforfeitable (vested) right to his Account derived from elective deferrals (within the meaning of Section 4.1), after-tax contributions (under Section 4.2), Employer matching contributions (previously made to the Plan), Employer Safe-Harbor Basic Matching Contributions under Section 4.3(a), Employer Discretionary Contributions under Section 4.3(b), Dover Employer Matching  Contributions under Section 4.3(d), Annual Dover Contributions under Section 4.3(e), Employer Fail-Safe Contributions, “Qualified Matching Contributions” (within the meaning of Section 10.2 below), any rollovers or transfers from other plans, and any such corresponding contributions transferred from the AMCOL Plan in connection with the merger of such plan, all as adjusted for investment experience.  Except as otherwise provided with respect to Normal Retirement, Disability, or death, a Participant shall have a nonforfeitable (vested) right to a percentage of the value of his Account derived from any Special Employer Contributions made under Section 4.3(c) or transferred from the AMCOL Plan as follows:

Years of Service
Vested Percentage
   
Less than 3 years
0%
3 years and thereafter
100%

5. The first paragraph under Section 8.2 shall be amended to read in its entirety as follows:

 8.2 HARDSHIP DISTRIBUTIONS.  In the case of a financial hardship resulting from a proven immediate and heavy financial need, an actively employed Participant may receive a distribution not to exceed the lesser of (i) the vested value of the Participant's Account, without regard to earnings received on elective deferrals (within the meaning of Section 4.1, including any such contributions transferred from the AMCOL Plan in connection with the merger of such plan) after December 31, 1988, and without regard to any Fail-Safe Contributions, Employer Safe-Harbor Basic Matching Contributions under Section 4.3(a), any Safe-Harbor Matching Contributions transferred from AMCOL Plan, any Special Employer Contributions under Section 4.3(c) or transferred from the AMCOL Plan, any Dover Employer Matching Contributions under Section 4.3(d), any Annual Dover Contributions under Section 4.3(e) and Qualified Matching Contributions (within the meaning of Section 10.2 below), or (ii) the amount necessary to satisfy the financial hardship.  The amount of any such immediate and heavy financial need may include any amounts necessary to pay Federal, state or local income taxes reasonably anticipated to result from the distribution.  Such distribution shall be made in accordance with nondiscriminatory and objective standards and procedures consistently applied by the Administrator.  For purposes of this Section, an active Participant shall include an Employee who has severed employment with the Employer but is still employed by a member of the Employer’s related group (as defined in Section 2.4(b)) and who has an Account under the Plan.”
 
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6. Section 8.3 shall be amended to read in its entirety as follows:

8.3 WITHDRAWALS AFTER AGE 59½.  After attaining age fifty-nine and one-half (59½), an actively employed Participant may withdraw from the Plan a sum (a) not in excess of the credit balance of his vested Account (including any vested Special Employer Contributions made under Section 4.3(c) or transferred from the AMCOL Plan but excluding any Annual Dover Contributions made under Section 4.3(e)), and (b) not less than such minimum amount as the Administrator may establish from time to time to facilitate administration of the Plan.  Any such withdrawals shall be made in accordance with nondiscriminatory and objective standards and procedures consistently applied by the Administrator.  To the extent the Participant’s Account is invested in the Employer stock fund (within the meaning of Section 5.1(a)) or the Pfizer stock fund (within the meaning of Section 7.1), the withdrawal may be made in the form of whole shares of stock, with any fractional shares and the cash and cash equivalent portions of the underlying stock fund being withdrawn in cash.  For purposes of this Section, an actively employed Participant shall include an Employee who has severed employment with the Employer but is still employed by a member of the Employer’s related group (as defined in Section 2.4(b)) and who has an Account under the Plan.”

7. Section 8.4 shall be amended to read in its entirety as follows:

"8.4 NON-HARDSHIP WITHDRAWALS.  Before attaining age fifty-nine and one-half (59½), a Participant, who is an Employee may, by notice to the Administrator, withdraw from the Plan a sum (a) not in excess of the credit balance of the Participant’s Account attributable to any after-tax contributions made to the Plan or transferred from the AMCOL Plan, including earnings thereon, any rollover contributions made under the Plan or transferred from the AMCOL Plan, including earnings thereon, and, except as provided herein below, any Employer matching contributions previously made under the Plan or transferred from the AMCOL Plan that have been credited to his Account or the corresponding AMCOL Plan account for at least two (2) years, (or, provided at least five (5) years have elapsed since his initial date of Plan or AMCOL Plan participation, all such matching contributions, credited to his Account), including earnings thereon, and (b) not less than such minimum amount as the Administrator may establish from time to time to facilitate administration of the Plan. Any such withdrawals shall be made in accordance with nondiscriminatory and objective standards consistently applied by the Administrator.  However, the amount available for withdrawal shall exclude any Employer Safe-Harbor Basic Matching Contributions made pursuant to Section 4.3(a), any Safe-Harbor Matching Contributions transferred from the AMCOL Plan, any Dover Employer Matching Contributions made pursuant to Section 4.3(d), any Annual Dover Contributions made pursuant to Section 4.3(e) and any other Qualified Matching Contributions (within the meaning of Section 10.2) and any earnings thereon.”

8. Except as hereinabove amended, the provisions of the Plan shall continue in full force and effect.
 
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IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused this Amendment to be executed on the 31st day of December, 2015.

 
MINERALS TECHNOLOGIES INC.
   
 
By:  /s/ Thomas J. Meek
 
5

EXHIBIT A

Allocation Schedule: Annual Dover Contributions

Years 2015, 2016 and 2017
 
Annual Allocation
 
Less than 35 years of service -
 
$
400
 
35 or more years of service -
 
$
750
 
 
Years 2018 and 2019
 
Annual Allocation
 
Less than 35 years of service -
 
$
500
 
35 or more years of service -
 
$
600
 
 
 
6


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
7/1/1810-Q
Filed on:2/19/16
For Period end:12/31/1511-K,  SD
7/1/154
1/1/13
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/24  Minerals Technologies Inc.        10-K       12/31/23  108:16M
 2/17/23  Minerals Technologies Inc.        10-K       12/31/22  109:16M
 2/18/22  Minerals Technologies Inc.        10-K       12/31/21  107:16M
 2/19/21  Minerals Technologies Inc.        10-K       12/31/20  111:18M
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