EXHIBIT 10.25
SCHWEITZER-MAUDUIT INTERNATIONAL,
INC.
RESTRICTED STOCK
PLAN
Effective as of December 2,
1999
Amended and Restated as of
February 22, 2007;
Further Amended and Restated as
of January 1, 2009
RECITALS:
WHEREAS , the Corporation
adopted a Restricted Stock (RSP) in 1999 to provide a long-term
incentive opportunity to its participants;
WHEREAS, the RSP is intended to
provide incentive compensation that is qualified as exempt from the
limitation on tax deductibility when paid to a participant that is
covered by Section 162(m) of the Internal Revenue
Code;
WHEREAS, Revenue Ruling 2008-13
issued new guidance from the Internal Revenue Service on its
revised interpretation of the performance based compensation
exemption from Code Section 162(m) limits on deductible
compensation;
WHEREAS, the Company desires to
maintain the exempt performance based compensation status of any
awards issued to a participant in the RSP that is also a Covered
Person, as hereinafter defined, and therefore amends and restates
the plan as follows.
1.
PURPOSE
This Restricted Stock Plan
(“Plan”) of Schweitzer-Mauduit International, Inc.
(the “Corporation”) is intended to (i) promote the
long-term financial success of the Corporation by attracting to and
retaining for the Corporation and its Affiliates outstanding
executive personnel and (ii) to motivate such personnel by
means of Restricted Stock grants to contribute to the
Corporation’s financial success.
2. EFFECTIVE
DATE
The Plan shall be effective as of
the date of its adoption by the Board.
3.
DEFINITIONS
“Affiliate” means any company in which the Corporation owns,
directly or indirectly, 20% or more of the equity interest
(collectively, the “Affiliates”).
“Board”
means the Board of Directors of the
Corporation.
“Change of
Control” shall
mean the date as of which: (a) a third person, including a
“group” as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, acquires actual or beneficial
ownership of shares of the Company having 15% or more of the total
number of votes that may be cast for the election of Directors of
the Company; or (b) as the result of any cash tender or
exchange offer, merger or other business combination, sale of
assets or contested election, or any combination of the foregoing
transactions (a “Transaction”), the persons who were
directors of the Company before the Transaction shall cease to
constitute a majority of the Board of Directors of the Company or
any successor to the Company.
“Code”
means the Internal Revenue Code of
1986, as amended, and the regulations thereunder, as amended from
time to time.
“Committee” means the Compensation Committee of the Board,
provided that if the requisite number of members of the
Compensation Committee are not Non-Employee Directors, the Plan
shall be administered by a committee, all of whom are Non-Employee
Directors, appointed by the Board and consisting of two or more
directors with full authority to act in the matter. The term
“Committee” shall mean the Compensation Committee or
the committee appointed by the Board, as the case may
be.
“Common
Stock” means the
common stock, par value $0.10 per share, of the Corporation and
shall include both treasury shares and authorized but unissued
shares and shall also include any security of the Corporation
issued in substitution, in exchange for, or in lieu of the Common
Stock.
“Covered
Employee” means a
Participant who is, or is determined by the Committee to be likely
to become a “covered employee” within the meaning of
Section 162(m) of the Code (or any successor
provision).
“Date of
Grant” means the
date specified by the Committee on which a grant of Restricted
Shares shall become effective (which date shall not be earlier than
the date on which the Committee takes action with respect
thereto).
“Non-Employee
Director” means a
person who is so defined for purposes of Rule 16b-3 under the
Exchange Act, or any successor provision, and who is also defined
as an “outside director” for purposes of section
162(m) of the Code or any successor section.
“Exchange
Act” means the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, as amended from time to time.
“ Fair Market
Value” means the closing price of the Common Stock, as
reported on the New York Stock Exchange composite tape, on the day
immediately preceding the distribution date, or if no such trading
in the Common Stock shall have taken place on that day, on the last
preceding day on which there was such trading in the Common
Stock.”
“Insider”
has the meaning set forth in
subsection 14(f) of this Plan.
“ Immediate
Family” has the meaning set forth in
Rule 16(a)-1(e) of the Exchange Act and any successor
provision to the same effect.
“Management
Objectives” means
the measurable performance objective or objectives established
pursuant to this Plan that may, in the Committee’s
discretion, apply to grants of Restricted Shares pursuant to this
Plan. Management Objectives may be described in terms of
Corporation-wide objectives or objectives that are related to the
performance of the individual Participant, or of an Affiliate,
division, operating unit, department, region, function, or other
organizational unit within the Corporation or an Affiliate in which
the Participant is employed. The Management Objectives may be made
relative to the performance of other corporations or business units
of other corporations provided they are Affiliates of the
Corporation. The Management Objectives applicable at the
discretion of the Committee to any award to a Covered Employee
shall be based on specified and pre-established levels of or growth
in one or more of the following criteria:
1. the price of Common
Stock;
2. market share;
3. sales;
4. return on equity, assets,
capital or sales;
5. economic
profit;
6. total shareholder
return;
7. costs;
8. margins;
9. earning or earnings per
share;
10. cash flow;
11. customer
satisfaction;
12. pre-tax profit;
13 earnings before interest and
taxes;
14. earnings before interest, taxes,
depreciation and amortization;
15. debt/capital ratio;
16. revenues from new product
development;
17. percentage of revenues derived
from designated lines of business; and
18. any combination of the
foregoing.
If the Committee determines that a change in the
business, operations, corporate structure or capital structure of
the Corporation or an Affiliate, or the manner in which it conducts
its business, or other events or circumstances render the
Management Objectives unsuitable, the Committee may in its
discretion modify such Management Objectives or the related
pre-established level of achievement, in whole or in part, as the
Committee deems appropriate and equitable, except in the case of a
Covered Employee where such action would result in the loss of an
exemption of the award under Section 162(m) of the Code
that would otherwise have been available. In such case, the
Committee shall not make any modification of the Management
Objectives or the pre-established level of achievement.
“Participant”
means a person who is selected by
the Committee to receive benefits under this Plan and who is at the
time an officer or other key employee of the Corporation or any one
or more of its Affiliates, or who has agreed to commence serving in
any of such capacities (collectively, the
“Participants”).
“Restricted
Shares” means
shares of Common Stock granted pursuant to Section 6 of this
Plan as to which neither the Substantial Risk of Forfeiture nor the
prohibition on Transferability referred to in Section 6 has
expired.
“Retirement” and “Retire” means the
termination of employment on or after the date the Participant is
entitled to receive immediate payments under a qualified retirement
plan of the Corporation or an Affiliate; provided, however, if the
Participant is not eligible to participate under a qualified
retirement plan of the Corporation or an Affiliate then such
Participant shall be deemed to have retired if his termination of
employment is on or after the date such Participant has attained
age 55.
“Securities
Act” means the
Securities Act of 1933, as amended.
“ Substantial Risk of
Forfeiture” shall have the meaning given to such term in
Section 83 (c)(1) of the Code and Treasury Regulation
1.83-3 (c) or any successor section.
“Substantially
Vested ” shall have
the meaning given to such term in Treasury Regulation
1.83-3(b) or any successor section.
“ Transfer ” or
“ Transferability ” shall have the meaning given
to such terms in Treasury Regulation 1.83-3(d) or any
successor section.
“Total and Permanent
Disability” means
Totally and Permanently Disabled as defined in the
Schweitzer-Mauduit International, Inc. Retirement Plan,
provided the Committee shall make a determination of Total and
Permanent Disability for any Participant hereunder.
4. ADMINISTRATION
The Committee shall administer the
Plan and all agreements governing the grant of Restricted
Shares. The Committee, in its absolute discretion, shall have
the power to interpret and construe the Plan and any agreements
pursuant to which any Restricted Shares are granted. Should the
Plan become qualified under Section 162(m) of the Code,
the Committee shall generally take no action and generally shall
not make any determination in a manner that would result in the
disallowance of a deduction to the Corporation under
Section 162(m) of the Code or any successor section that
was intended to apply at the Date of Grant and that would otherwise
have been available for such grant. Provided, that in select
circumstances as determined by the Committee in its sole
discretion, the Committee may by resolution or unanimous consent in
lieu of a meeting specifically authorize an award and the issuance
of Restricted Stock to a Covered Employee that would not qualify as
exempt incentive compensation under Section 162(m). Any
interpretation or construction of any provisions of this Plan or
the terms of any agreements that grant Restricted Shares to a
Participant by the Committee shall be final and conclusive upon all
persons. No member of the Board or the Committee shall be
liable for any action or determination made in good
faith.
Within 60 days following the close
of each calendar year that the Plan is in operation, the Committee
shall make a report to the Board specifying the employees who
received Restricted Shares under the Plan during the prior year,
the number and type of Restricted Shares granted to the individual
employees and the status of all prior Restricted Shares granted to
such employees.
The Committee shall have the power
to promulgate rules and other guidelines in connection with
the performance of its obligations, powers and duties under the
Plan, including its duty to administer and construe the Plan and
the agreements pursuant to which Restricted Shares are granted
under the Plan.
The Committee may authorize persons
other than its members to carry out its policies and directives,
subject to the limitations and guidelines set by the Committee,
except that: (a) the authority to grant Restricted
Shares, the selection of employees for participation and decisions
concerning the timing, duration of restrictions on Transferability,
pricing, determination of Management Objectives and amount of an
award or grant of Restricted Shares shall not be delegated by the
Committee; (b) the authority to administer agreements granting
Restricted Shares with respect to persons who are subject to
Section 16 of the Exchange Act shall not be delegated by the
Committee; (c) any delegation shall satisfy all applicable
requirements of Rule 16b-3 of the Exchange Act, or any
successor provision; and (d) no such delegation shall result
in the disallowance of a deduction to the Corporation under
Section 162(m) of the Code or any successor section that
would otherwise have been available to such grant of Restricted
Shares. Any person to whom such authority is granted shall
continue to be eligible to receive Restricted Shares under the
Plan.
5. ELIGIBILITY
The Committee shall from time to
time select the Plan Participants from those employees whom
the
