Exhibit 10.5
The Company has entered into Employment Agreements, in the form
filed herewith, with certain individuals, as follows: In October
1995, the Company entered into employment agreements with the
following individuals for terms of three years: Xxxxxx X.
Xxxxxxxx, S. Xxxxxxx Xxxx, Xxxx X. Xxxxxxxxxx, and Xxxx X. Xxxxx.
In January 1996, the Company entered into an employment agreement
with Xxxxx Xxxxxx for a term expiring October 22, 1998. In
October 1997, the Company entered into an employment agreement
with Xxxx-Xxxx Xxxxxx for a term expiring October 17, 2001.
Employment Agreements have been executed by the Company and the
indicated employees, each substantially identical in all material
respects to such form of Employment Agreement except as noted
below. Each Employment Agreement was executed by Xx. Xxxxxx,
except the agreement with Xx. Xxxxxx, which was executed by
Xx. Xxxx.
EMPLOYEE AND POSITION BASE SALARY
Xxxxxx X. Xxxxxxxx $176,543
-- Vice President Organization and
Human Resources
Xxxxx Xxxxxx $180,000
-- Vice President and President
and Chief Executive Officer
of Minteq International Inc.
S. Xxxxxxx Xxxx $182,814
-- Vice President, General Counsel
and Secretary
Xxxx X. Xxxxxxxxxx $204,225
-- Vice President and President
and Chief Executive Officer
of Specialty Minerals Inc.
Xxxx X. Xxxxx $190,650
-- Vice president--Finance
and Chief Financial Officer
Xxxx-Xxxx Xxxxxx $738,972
-- Chairman and Chief
Executive Officer
EMPLOYMENT AGREEMENT
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This Employment Agreement ("Agreement"), made as of the ____
day of _________________ 199__, by and between Minerals
Technologies Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, a Delaware Corporation (hereinafter referred to as
"Employer"), and ___________________________________________
(hereinafter referred to as "Executive").
WHEREAS, in furtherance of Employer's commitment to the
continued success of the specialty minerals business, and in
recognition of the valuable contributions to be made by Executive
because of his experience in the specialty minerals business,
Employer has agreed to employ Executive for a period of three
years, commencing on the ________ day of _____________________ 199__,
("Commencement Date"), subject to certain terms and
conditions as hereinafter set forth, and Executive has indicated
his willingness to accept such employment;
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, the parties agree as follows:
1. The employment of Executive by Employer will commence on
the Commencement Date and, unless terminated on an earlier date
in the manner hereinafter provided, shall terminate on the third
anniversary of the Commencement Date (the "Term"). During the
term of the employment hereunder, Executive will be employed by
Employer as a Vice President of employer and will paid an annual
salary of not less than $______________________________("Base
Salary"). By _________________________, 199______, and
thereafter, Employer will review Executive's salary on an annual
basis in accordance with Employer's policies, to determine
appropriate increases, if any. In addition to salary, Executive
will receive bonus payments as determined from time to time by
Employer's Board of Directors or the Compensation Committee
thereof. Any such payment with respect to a calendar year will
be made in the first quarter of the following year but shall be
deemed earned and due and owing so long as Executive is employed
on December 31st of the applicable calendar year regardless of
his status as of the payment date.
2. It is contemplated that, in connection with his
employment hereunder, Executive may be required to incur
reasonable and necessary travel, business entertainment and other
business expenses. Employer agrees to reimburse Executive for
all reasonable and necessary travel, business entertainment and
other business expenses incurred or expended by him incident to
the performance of his duties hereunder, upon submission by
Executive to Employer of vouchers or expense statements
satisfactorily evidencing such expenses, and subject to review
and approval by the Employer's Board of Directors.
3. Employer will provide retirement, employee benefits
(pre- and post-retirement) and fringe benefit plans to Executive
no less favorable than those made available to Employer's
executive employees generally, to the extent that Executive
qualifies under the eligibility provisions of such plans.
Executive will be credited for his actual years of service with
Pfizer Inc., the former owner of Employer's specialty minerals
business, for purposes of eligibility and vesting under all such
plans, and for purposes of calculating benefits under all such
plans. Executive shall be entitled to five (5) weeks of paid
vacation each year.
4. Executive agrees that he shall use his best efforts to
promote and protect the interest of Employer, its subsidiaries
and related corporations, and to devote his full working time,
attention and energy to performing the duties of his position.
5. In the event of the Permanent Disability (as defined
below) of Executive during the Term, Employer shall have the
right, upon written notice to the Executive, to terminate his
employment hereunder, effective upon the giving of such notice.
Upon such termination, Employer shall be discharged and released
from any further obligations under this Agreement, but Executive
shall have the obligations provided for in Section 9 hereof. Disability
benefits, if any, due under applicable plans and
programs of the Employer shall be determined under the provisions
of such plans and programs. For purposes of this Section 5,
"Permanent Disability" means any physical or mental disability or
incapacity which permanently renders Executive incapable of
performing the services required of him by Employer.
6. In the event of the death of Executive during the Term,
the salary to which Executive is entitled hereunder shall
continue to be paid through the end of the month in which death
occurs, to the last beneficiary designated by the Executive by
written notice to Employer, or, failing such designation, to his
estate. Executive's designated beneficiary or personal
representative, as the case may be, shall accept the payments
provided for in this Section 6 in full discharge and release of
Employer of and from any further obligations under this
Agreement. Any other benefits due under applicable plans and
programs of Employer shall be determined under the provisions of
such plans and programs.
7. (a) In the event during the Term Employer terminates the
employment of Executive for reasons other than for Cause (as
defined below) or Executive resigns for Good Reason (as defined
below), Executive will be paid his Base Salary through the end of
the Term, plus any bonuses deemed earned and due and owing as
specified in Section 1 of this Agreement, less any severance
payments paid Executive pursuant to Employer policies.
(b) Executive shall be required to mitigate the amount
of any payment provided for pursuant to Section 7(a) by seeking
other comparable employment within a reasonable commuting
distance of his home, taking into account the provisions of
Section 9 of this Agreement. Anything in this Agreement to the
contrary notwithstanding, in the event that Executive provides
services for pay to anyone other than Employer or any of its
affiliates or subsidiaries from the date Executive's employment
hereunder is terminated until the end of the Term, the amounts to
be paid to Executive during such period pursuant to this
Agreement shall be reduced by the amounts of salary, bonus or
other cash compensation earned by Executive during such period as
a result of Executive's performing such services.
(c) For purposes of this Agreement:
(i) "Cause" shall be limited to the following:
(A) Executive shall have failed to perform any
of his material obligations as set forth herein,
provided that Employer has advised Executive of such
failure and given Executive a reasonable period of time
to cure such failure and Executive has failed to do so;
(B) Executive shall commit acts constituting
(i) a felony involving moral turpitude materially
adversely reflecting on the Employer or (ii) fraud or
theft against Employer;
(ii) "Good Reason" shall mean termination at the
election of Executive based on any of the following:
(A) The assignment to Executive of any duties
substantially inconsistent with his status as Vice
President of Employer or a substantial adverse
alteration in the nature or status of his
responsibilities pursuant to this Agreement, except in
connection with the termination of his employment for
Cause, or normal retirement, death, or by the Executive
other than for Good Reason;
(B) A reduction on Executive's fringe or
retirement benefits as in effect on the date hereof
that is not applied by Employer to executives generally
or a reduction by Employer in Executive's Base Salary;
(C) The merger or consolidation of Employer into
or with any other entity, or the sale of all or
substantially all of the assets of Employer to an
unaffiliated entity unless the entity which survives
such merger or to whom such assets are transferred
shall assume and agree to perform the obligations of
Employer hereunder pursuant to an instrument reasonably
acceptable to Executive; or
(D) Separation of Executive's office location
from the principal corporate office of Employer or
relocation outside the contiguous United States.
8. Employer shall have the right to terminate this
Agreement immediately with no further liability under the terms
of this Agreement should Executive terminate his employment
without Good Reason, or if Executive is discharged by Employer
for Cause, subject to payments that are due under this Agreement,
through the date of termination.
9. (a) Executive agrees that during the term of his
employment hereunder and, subject to the last sentence of this
Section 9(a), during the further period of two (2) years after
the termination of such employment, Executive shall not, without
the prior written approval of Employer, directly or indirectly
through any other person, firm or corporation, (i) engage or
participate in or become employed by or render advisory or other
services to or for any person, firm or corporation, or in
connection with any business enterprise, which is, directly or
indirectly, in competition with any of the business operations or
activities of Employer, or (ii) solicit, raid, entice or induce
any such person who on the date of termination of employment of
Executive is, or within the last six (6) months of Executive's
employment by Employer was, an employee of Employer, to become
employed by any person, firm or corporation which is, directly or
indirectly, in competition with any of the business operations or
activities of Employer, and Executive shall not approach any such
employee for such purpose or authorize or knowingly approve the
taking of such actions by any other person; provided, however,
that Executive shall not be bound by the restrictions contained
in clause (i) of this Section 9(a) if Employer terminates his
employment during the terms of this agreement other than for
"Cause" (as defined in Section 7c) hereof). The foregoing
restrictions shall apply to the geographical areas where Employer
does business and/or did business during the term of Executive's
employment and all places where, at the date of termination of employment of
Executive, Employer had plans or reasonable
expectations to do business; provided that if any Court construes
any portion of this provision or clause of this Agreement, or any
portion thereof, to be illegal, void or unenforceable because of
the duration of such provision or the area or matter covered
thereby, such Court shall reduce the duration, area, or matter of
such provision and, in its reduced form, such provision shall
then be enforceable and shall be enforced. Notwithstanding the
provisions of this Section 9, Employer shall be entitled to
enforce the provisions of Section 9(a)(i) following the end of
Executive's term of employment hereunder only if Employer
continues to pay Executive an amount equal to the Base Salary
that Executive was receiving at the time of such termination.
(b) Recognizing that the knowledge, information and
relationship with customers, suppliers, and agents, and the
knowledge of Employer's and its subsidiary companies' business
methods, systems, plans and policies which Executive shall
hereafter establish, receive or obtain as an employee of Employer
or its subsidiary companies, are valuable and unique assets of
the respective businesses of Employer and its subsidiary
companies, Executive agrees that, during and after the term of
his employment hereunder, he shall not (otherwise than pursuant
to his duties hereunder) disclose, without the prior written
approval of Employer, any such knowledge or information
pertaining to Employer or any of its subsidiary companies, their
business, personnel or policies, to any person, firm, corporation
or other entity, for any reason or purpose whatsoever. The
provisions of this Section 9b) shall not apply to information
which is or shall become generally known to the public or the
trade (other than by reason of Executive's breach of his
obligations hereunder), information which is or shall become
available in trade or other publications, and information which
Executive is required to disclose by law or an order of a court
of competent jurisdiction. If Executive is required by law or a
court order to disclose such information, he shall notify
Employer of such requirement and provide Employer an opportunity
(if Employer so elects) to contest such law or court order.
10. Executive agrees that Employer shall withhold from any
and all payments required to be made to Executive pursuant to
this Agreement, all federal, state, local and/or other taxes
which Employer determines are required to be withheld in
accordance with applicable statutes and/or regulations from time
to time in effect.
11. This Agreement shall be construed under the laws of the
State of New York.
12. This Agreement supersedes all prior negotiations and
understandings of any kind with respect to the subject matter
hereof and contains all of the terms and provision of agreement
between the parties hereto with respect to the subject matter
hereof. Any representation, promise or condition, whether
written or oral, not specifically incorporated herein, shall be
of no binding effect upon the parties.
13. (a) If any portion of this Agreement is held invalid or
unenforceable by a court of competent jurisdiction, that portion
only shall be deemed deleted as though it had never been included
herein but the remainder of this Agreement shall remain in full force and
effect.
(b) Executive acknowledges and agrees that Employer's
remedies at law for a breach or threatened breach of any of the
provisions of Section 9 would be inadequate and, in recognition
of this fact, Executive agrees that, in the event of such a
breach or threatened breach, in addition to any remedies at law,
Employer, without posting any bond, shall be entitled to obtain
equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available.
(c) This Agreement shall not be assignable by Executive.
14. No modification, termination or waiver of any provision
of this Agreement shall be valid unless it is in writing and
signed by both parties hereto.
15. Employer represents that it has all requisite power and
authority to execute and deliver this Agreement and to perform
its obligations under this Agreement, and that this Agreement is
enforceable against it in accordance with its terms.
MINERALS TECHNOLOGIES INC.
By: ____________________________________
Name: Xxxx-Xxxx Xxxxxx
Title: Chairman and Chief Executive Officer
Agreed to by:
____________________________________________
