MINERALS TECHNOLOGIES INC.
NONFUNDED DEFERRED COMPENSATION AND UNIT AWARD PLAN FOR
(As Amended and Restated, Effective January 1, 2008)
1. Purposes . The purposes of this Minerals Technologies Inc. Nonfunded Deferred
Compensation and Unit Award Plan for Non-Employee Directors (the "Plan") are (i)
to provide each non-employee director of Minerals Technologies Inc. (the
"Company") with compensation in the form of stock units ("Units"), as described in
Section 4, for his or her services; and (ii) to allow each non-employee director the
opportunity to defer payment of cash compensation until he or she ceases to be a
director of the Company. The Plan is intended to promote a greater identity of interest
between the Company's non-employee directors and the Company's stockholders and
to assist the Company in attracting and retaining non-employee directors. In addition
to the amounts described in the Plan, the Company also pays cash retainer fees and
other amounts to non-employee directors in consideration of their services on the
Board of Directors of the Company.
2. Eligibility . All members of the Board of Directors of the Company who are not
employees of the Company or of any subsidiary of the Company are eligible to
participate in the Plan.
3. Effective Date . The Plan, as amended and restated, is effective January 1, 2008.
Units awarded and amounts deferred under the predecessor to this Plan shall be
governed by the terms of this Plan.
4. Unit Awards . Each eligible director shall be paid a retainer fee in the form of Units
as provided in this Section 4. Each Unit shall be an unfunded, unsecured obligation of
the Company with an initial value equal to the closing market price of the Company's
Common Stock on the date of grant.
(a) Each director who is a director on the date of the Board of Director's annual
meeting shall receive an annual retainer grant of the number of Units with a value of
$53,000 at the time of grant.
(b) The Board o