Attached files
Exhibit
10.12(e)
FIFTH
AMENDMENT TO THE
MINERALS
TECHNOLOGIES INC. RETIREMENT PLAN
(as
amended and restated effective as of January 1, 2006, with certain other
effective dates)
WHEREAS, pursuant to Section
9.1 of the Minerals Technologies Inc. Retirement Plan, as amended and restated
effective as of January 1, 2006, with certain other effective dates (the
“Plan”), the Retirement Committee may make administrative changes to the Plan so
as to conform with statute or regulations; and
WHEREAS, the Retirement
Committee desires to amend the Plan to comply with the Pension Protection Act of
2006.
NOW THEREFORE, the Plan is
hereby amended as follows, effective January 1, 2008, except as otherwise
specified:
1. Section
2.1(b)(1)(B)(ii) shall be amended to read as follows:
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“(ii)
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for
all such benefits payable on an Annuity Starting Date that is on or prior
to December 31, 2002, the 1983 Group Annuity Mortality Table weighted 50
percent male; and for all such benefit payments payable on an Annuity
Starting Date that is on or after January 1, 2003 and prior to January 1,
2008, the 1994 Group Annuity Reserve Table weighted 50 percent male,
projected to 2002; or such other mortality assumption as shall be
prescribed by the Secretary of the Treasury, which assumption shall be
based on the prevailing commissioners’ standard table described in
Code section 807(d)(5)(A) used to determine reserves for group
annuity contracts issued on the date the determination is being
made (without regard to any other subparagraph of Code section
807(d)(5)); and for all such benefits payable on an Annuity Starting Date
that is on or after January 1, 2008, the ‘applicable mortality table’
specified in Code section
417(e)(3).”
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2. Section
2.1(b)(1)(C)(ii) shall be amended to read as follows:
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“(ii)
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for
all such benefits payable on an Annuity Starting Date that is on or prior
to December 31, 2002, the 1983 Group Annuity Mortality Table weighted 50
percent male; and for all such benefit payments payable on an Annuity
Starting Date that is on or after January 1, 2003 and prior to January 1,
2008, the 1994 Group Annuity Reserve Table weighted 50 percent male,
projected to 2002; or such other mortality assumption as shall be
prescribed by the Secretary of the Treasury, which assumption shall be
based on the prevailing commissioners’ standard table described in
Code section 807(d)(5)(A) used to determine reserves for group
annuity contracts issued on the date the determination is being
made (without regard to any other subparagraph of Code section
807(d)(5)); and for all such benefits payable on an Annuity Starting Date
that is on or after January 1, 2008, the ‘applicable mortality table’
specified in Code section
417(e)(3).”
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3. Section
2.1(b)(2)(A) shall be amended to read as follows:
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“(A)
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for
Plan Years beginning before January 1, 2008, an interest rate equal to the
annual rate of interest on 30-year Treasury securities or the generally
accepted proxy therefor, in each case as specified by the Commissioner of
the Internal Revenue Service for the full calendar month four months prior
to the month in which the Member retires; and for Plan Years beginning on
or after January 1, 2008, an interest rate equal to the ‘applicable
interest rate’ specified in Code section 417(e)(3) for the full calendar
month four months prior to the month in which the Member
retires; and”
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4. Section
2.1(b)(2)(B) shall be amended to read as follows:
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“(B)
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for
all such benefits payable on an Annuity Starting Date that is on or prior
to December 31, 2002, the 1983 Group Annuity Mortality Table weighted 50
percent male; and for all such benefit payments payable on an Annuity
Starting Date that is on or after January 1, 2003 and prior to January 1,
2008, the 1994 Group Annuity Reserve Table weighted 50 percent male,
projected to 2002; or such other mortality assumption as shall be
prescribed by the Secretary of the Treasury, which assumption shall be
based on the prevailing commissioners’ standard table described in
Code section 807(d)(5)(A) used to determine reserves for group
annuity contracts issued on the date the determination is being
made (without regard to any other subparagraph of Code section
807(d)(5)); and for all such benefits payable on an Annuity Starting Date
that is on or after January 1, 2008, the ‘applicable mortality table’
specified in Code section
417(e)(3).”
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5. Effective
January 1, 2007, the first paragraph of Section 6.2(c)(5) and the last paragraph
of Section 6.2(d) shall be amended by replacing the phrases “90-day,” “90 days,”
and “90th day” with the phrases “180-day,” “180 days,” and “180th day,”
respectively.
6.
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Effective
January 1, 2007, Section 6.8(b)(2)(B) shall be amended to read as
follows:
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"(B)
the Member’s Beneficiary; and”
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7.
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Effective
January 1, 2007, Section 6.8(b)(3) shall be amended to read as
follows:
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"(3)
‘Eligible Retirement
Plan’ means, in the case of a distribution to a Member, surviving
Spouse, or a Spouse or former Spouse who is the alternate payee under a
qualified domestic relation order, as defined in Code section 414(p), a
qualified plan described in Code section 401(a), provided that the terms
of such qualified plan permit acceptance of the Distributee’s Eligible
Rollover Distribution, an annuity plan described in Code section 403(a),
an annuity contract described in Code section 403(b), an individual
retirement account described in Code section 408(a), an individual
retirement annuity described in Code section 408(b), or an eligible plan
under Code section 457(b) which is maintained by a state, political
subdivision of a state, or an agency
or
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instrumentality
of a state or political subdivision of a state and which agrees to
separately account for amounts transferred into such plan from the
Plan. In the case of an Eligible Rollover Distribution to a
non-Spouse Beneficiary, an ‘Eligible Retirement Plan’ is an individual
retirement account or an individual retirement annuity, as such terms are
defined in the preceding sentence.”
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8.
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Effective
January 1, 2007, Section 6.8(b)(4) shall be amended to read as
follows:
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(4)
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‘Eligible Rollover
Distribution’ means any distribution of all or any portion of the
Retirement Benefit payable to the Distributee except that an ‘Eligible
Rollover Distribution’ does not
include:
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(A)
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any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee or the Distributee’s designated
Beneficiary, or for a specified period of 10 years or more;
and
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(B)
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any
distribution to the extent such distribution is required under Code
section 401(a)(9).
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A
portion of a distribution shall not fail to be an Eligible Rollover
Distribution merely because the portion consists of after-tax employee
contributions which are not includible in gross
income. However, such portion may be transferred only to an
individual retirement account or annuity described in Code section 408(a)
or (b) (or described in Code section 408A for ‘designated Roth
contributions’ (within the meaning of Code section 402A)), or to a
qualified trust or to an annuity contract described in Code section 403(b)
that provides for separate accounting for amounts so transferred,
including separately accounting for the portion of such distribution which
is includible in gross income and the portion of such distribution which
is not so includible and, if applicable, as required under Code section
402A.”
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9.
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Article
6 shall be amended by adding the following Section 6.9 to the end
thereof:
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“6.9
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Funding-Based Limits on
Benefits, Amendments, and
Accruals
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The
following limitations and restrictions shall apply under this Plan.
(a) Except
as otherwise provided in Code section 436 and the regulations thereunder, if the
Plan’s adjusted funding target attainment percentage (as defined in Code section
436 and the regulations thereunder) for a Plan Year is less than 60 percent, or
would be less than 60 percent taking into account an unpredictable contingent
event benefit (as defined in Code section 436 and the regulations thereunder)
that becomes payable with respect to an event that has occurred, then such
unpredictable contingent event benefit shall not be payable.
(b) Except
as otherwise provided in Code section 436, if the Plan’s adjusted funding target
attainment percentage (as defined in Code section 436 and the regulations
thereunder) for a Plan Year is less than 80 percent, or would be less than 80
percent taking into account any amendment that increases the Plan’s liability
for benefits (as described in Code section 436(c) and the regulations
thereunder), then such amendment shall not take effect.
(c) Except
as otherwise provided in Code section 436 and the regulations thereunder, if the
Plan’s adjusted funding target attainment percentage (as defined in Code section
436 and the regulations thereunder) for a Plan Year is less than 60 percent, the
Plan shall not pay any prohibited payment (as defined in Code section 436 and
the regulations thereunder) after the valuation date for the Plan
Year. Except as otherwise provided in Code section 436 and the
regulations thereunder, if the Company is a debtor in a case under title 11,
United States Code, or similar Federal or State law, the Plan shall not pay any
prohibited payment (as defined in Code section 436 and the regulations
thereunder) unless the funding requirements of Code section 436(d)(2) are
satisfied. Except as otherwise provided in Code section 436 and the
regulations thereunder, if the Plan’s adjusted funding target attainment
percentage (as defined in Code section 436 and the regulations thereunder) for a
Plan Year is less than 80 percent but at least 60 percent, the Plan shall not
pay any prohibited payment (as defined in Code section 436 and the regulations
thereunder) after the valuation date for the Plan Year to the extent the amount
exceeds the amount specified in Code section 436(d)(3) and the regulations
thereunder, and only one such prohibited payment shall be made with respect to
any Participant during any period of consecutive Plan Years to which the
limitations of the first two sentences of this Section 6.9(c)
apply.
(d) Except
as otherwise provided in Code section 436 and the regulations thereunder, if the
Plan’s adjusted funding target attainment percentage (as defined in Code section
436 and the regulations thereunder) for a Plan Year is less than 60 percent,
benefit accruals under the Plan shall cease as of the valuation date for the
Plan Year.
(e) Notwithstanding
anything in the foregoing to the contrary, the Plan shall be interpreted and
operated in compliance with Code section 436 and the regulations thereunder, and
Code section 436 and the regulations thereunder are hereby incorporated by
reference.”
IN WITNESS WHEREOF, the
Retirement Committee has executed this Fifth Amendment on this 18th day of
December, 2009.
RETIREMENT COMMITTEE OF
THE
MINERALS
TECHNOLOGIES INC. RETIREMENT PLAN
BY:
/s/ Thomas J. Meek
Thomas J. Meek
BY:
/s/ Patricia M. Casey
Patricia M. Casey
BY:
/s/ John A. Sorel
John A. Sorel
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