On December 13, 2016, Minerals Technologies Inc. (the
“Company”) announced that Douglas T. Dietrich, 47, was elected
Chief Executive Officer by the Company’s Board of Directors. On
September 4, 2016, the Board named Mr. Dietrich and Thomas J.
Meek as Interim Co-Chief Executive Officers, to succeed Joseph C.
Muscari, the prior Chairman and Chief Executive Officer, who died
unexpectedly on September 3, 2016. Mr. Dietrich had been Senior
Vice President, Finance and Treasury, and Chief Financial Officer
of the Company. Mr. Meek’s position is Senior Vice President,
General Counsel, Human Resources, Corporate Secretary and Chief
Compliance Officer. Mr. Dietrich was elected Senior Vice
President, Finance and Treasury, Chief Financial Officer
effective January 1, 2011. Prior to that, he was appointed Vice
President, Corporate Development and Treasury effective August
2007. Additional information regarding Mr. Dietrich’s previous
business experience is contained in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015, under “Item
10 – Directors, Executive Officers and Corporate Governance”,
and is incorporated herein by reference.

On December 16, 2016, Mr. Dietrich and the Company entered into
an Employment Agreement, superseding Mr. Dietrich’s existing
employment agreement with the Company. The initial term of the
new Employment Agreement expires on December 31, 2018 and renews
for successive one-month terms if not otherwise terminated. to
the Employment Agreement, Mr. Dietrich will receive an annual
salary of not less than $800,000. In addition to salary, Mr.
Dietrich will receive bonus payments as determined from time to
time by the Company’s Board of Directors or the Compensation
Committee thereof. Mr. Dietrich’s initial target
performance-based annual bonus, for 2017, will be $800,000. The
performance targets will be mutually agreed by Mr. Dietrich and
the Company’s Board of Directors. In addition, subject to
adjustment by the Company’s Board of Directors, Mr. Dietrich
will be granted long-term incentive awards, consisting of
Deferred Restricted Stock Units (DRSUs), options to purchase
shares of Company common stock, and Performance Units under the
Company’s long-term incentive plan, having an aggregate value of
$2,400,000. The grants are expected to be awarded as part of the
Company’s normal annual grant process in January 2017. All of
the foregoing awards are governed by, and subject to, the terms
and conditions of the 2015 Stock Award and Incentive Plan of the
Company (the “Plan”). A copy of the Plan was filed as Appendix
B to the Company’s Proxy Statement filed with the Securities and
Exchange Commission (“SEC”) on April 2, 2015, and is
incorporated herein by reference. The Company will also provide
all benefit plans and other fringe benefits available to
similarly situated executives in accordance with their respective
terms, and will provide coverage under the Company’s retiree
medical coverage plan or purchase comparable coverage upon
retirement. The terms of the Employment Agreement are otherwise
the Company’s standard form of executive employment agreement.
The foregoing description of the Employment Agreement is
qualified in its entirety by reference to the full text of the
agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.

On December 16, 2016, the Company also entered into a
change-in-control severance agreement with Mr. Dietrich,
superseding Mr. Dietrich’s existing severance agreement with the
Company. Under the new severance agreement, if, following a
change in control, Mr. Dietrich is terminated by the Company for
any reason, other than for disability, death, retirement or for
Cause (as defined in the agreement), or if Mr. Dietrich
terminates his or her employment for Good Reason (as defined in
the agreement), then Mr. Dietrich is entitled to a severance
payment of three times the sum of (1) the greater of his base
salary in effect immediately prior to the change in control or
his base salary in effect immediately prior to the date of
termination and (2) the greater of his target cash annual
incentive compensation immediately prior to the change in control
or his target cash annual incentive compensation immediately
prior to the date of termination. The severance payment generally
will be made in a lump sum. If it is determined that the
severance payment plus all other payments or benefits which
constitute “parachute payments” within the meaning of Section
280G of the Internal Revenue Code would result in a portion of
the severance payment being subject to the excise tax under
Section 4999 of the Code, then the amount of the severance
payment shall be reduced by the minimum amount necessary such
that no portion of the payment will be subject to the excise tax.
The severance agreement also provides that all outstanding
Performance Unit awards shall become fully vested and
nonforfeitable. The terms of the severance agreement are
otherwise the Company’s standard form of severance agreement.
The foregoing description of the severance agreement is qualified
in its entirety by reference to the full text of the agreement,
which is filed as Exhibit 10.2 to this Current Report on Form 8-K
and is incorporated by reference herein.

The Company’s Board of Directors also has elected Mr. Dietrich
as a member of the Board. Mr. Dietrich is not entitled to any
additional compensation as a Board member.

There are no family relationships between Mr. Dietrich and any
director or executive officer of the Company, and Mr. Dietrich
has no direct or indirect material interest in any transaction
required to be disclosed to Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Dietrich’s election
is attached hereto as Exhibit 99.1 and incorporated by reference
herein.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

10.1

Employment Agreement, dated December 16, 2016, between the Company and Douglas T. Dietrich

10.2

Severance Agreement, dated December 16, 2016, between the Company and Douglas T. Dietrich

99.1

Press Release dated December 13, 2016