MTX » Topics » 2008 Amendments to Employment and Change in Control Agreements

This excerpt taken from the MTX DEF 14A filed Apr 6, 2009.

2008 Amendments to Employment and Change in Control Agreements

In December 2008, our named executive officers and the Company amended the officers’ employment and change-in-control agreements to reflect compliance with Section 409A of the Code.

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Section 409A governs deferred compensation, including severance and other post-employment payments, and generally requires that the timing of any payment of deferred compensation must be specified in advance.

Specifically, the amendment to each agreement (i) clarifies that severance under the employment agreement is paid in a lump sum, rather than installments, (ii) provides that an involuntarily terminated executive receives a lump sum payment, plus a tax gross-up, equal to the cost of medical and dental coverage for twenty-four (24) months, (iii) provides that a six-month delay applies to payments subject to Section 409A that are made upon separation from service, (iv) adds an indemnification for any additional tax incurred by the executive under Section 409A as a result of the Company’s failure to comply with Section 409A, and (v) makes other minor clarifications to ensure compliance with Section 409A.

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