Exhibit 10.11
SCHWEITZER-MAUDUIT INTERNATIONAL,
INC.
EXECUTIVE SEVERANCE PLAN
Amended and Restated -
As of December 4, 2008
SCHWEITZER-MAUDUIT INTERNATIONAL,
INC.
EXECUTIVE SEVERANCE PLAN FOR KEY
EMPLOYEES
AMENDED AND RESTATED AS OF DECEMBER 4,
2008
ARTICLE 1 - PURPOSE AND ADOPTION
OF PLAN
1.1
Adoption of Plan
. Schweitzer-Mauduit
International, Inc. (“Company”) hereby amends and
restates the Schweitzer-Mauduit International, Inc. Executive
Severance Plan as of February 24, 2000. The Company
intends that this Plan qualify as and come within the various
exceptions and exemptions under the Employee Retirement Income
Security Act of 1974 (“ERISA”), as amended, for an
unfunded plan maintained primarily for a select group of management
or highly compensated employees, and any ambiguities in this Plan
shall be construed to effect that intent. The benefits of
this Plan for U.S. Employees (as hereinafter defined) shall be paid
solely from the general assets of the Company. The benefits
of this Plan for French Employees (as hereinafter defined) shall be
paid by the French Employer (as hereinafter defined) but, if as a
result of applicable French laws, a French Employer would be
prohibited from paying the benefits of this Plan to a French
Employee, any such benefits shall be paid by the Company to such
French Employee.
1.2
Purpose. The Plan is primarily designed to provide
benefits to certain Key Employees (as hereinafter defined) upon
termination of employment as a result of a Change of Control or
otherwise.
1.3
Effect on Other Plans Sponsored
by the Company or by a French Employer . The benefits payable under the Plan are
in addition to the coverage and benefits generally afforded by
Other Plans (as hereinafter defined) to Key Employees terminating
from the
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service of the Company or, as the case may be,
from the service of a French Employer and any other programs
sponsored by the Company or provided to Participants who are French
Employees including, but not limited to, vested benefits under any
qualified employee benefit plans. However, nothing herein is
intended to or shall be construed to require the Company or a
French Employer to institute or continue in effect any particular
plan or benefit sponsored by the Company or such French Employer,
and the Company and each French Employer hereby reserve the right
to amend or terminate any of their Other Plans or benefit programs
at any time in accordance with the procedures set forth in each
such plan or program and any applicable law.
The masculine pronoun shall be
construed to include the feminine pronoun and singular shall
include the plural where the context so requires.
ARTICLE 2 -
DEFINITIONS
2.1
“ Administrator ”
shall mean the Compensation Committee of the Board. Following
a Change of Control, the Administrator shall be the Trustee of a
grantor trust established by the Company that includes this
Plan.
2.2
“ Agreement ”
shall mean the participation agreement provided to a Key Employee
by the Administrator as provided in Section 3.2.
2.3
“ Annual Compensation
” shall mean:
a)
For U.S. Employees, a
Participant’s rate of base salary paid or payable for a
calendar year by the Company and any incentive award paid or
payable to such Participant pursuant to the Schweitzer-Mauduit
International, Inc. Annual Incentive Plan (the “SMI
Annual Incentive Plan”) or any replacement or successor to
such plan for such calendar year.
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b)
For French Employees, a
Participant’s rate of base salary paid or payable for a
calendar year by his French Employer, plus any incentive award paid
or payable to such Participant pursuant to the SMI Annual Incentive
Plan or any replacement or successor to such plan for such calendar
year, plus any profit-sharing paid or payable by his French
Employer attributable to such calendar year minus the aggregate
amount of (i) any Convention Collective payments, (ii) Assedic
Payments, or (iii) private insurance payments paid or payable
to such Participant as a result of a Change of Control
Termination.
2.4
“ Basic Plan ”
shall mean the Securite Sociale retirement benefit plan sponsored
by the French Government.
2.5
“ Board ” shall
mean the Board of Directors of Schweitzer-Mauduit International,
Inc.
2.6
“ Cause ” shall
mean the termination of the Participant’s employment by the
Company or by his French Employer, as the case may be, on the basis
of criminal or civil fraud on the part of the
Participant.
2.7
“ 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
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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.
2.8
“ Change of Control
Termination ” shall mean the termination of a
Participant’s employment by the Company or his French
Employer, as the case may be, within two years of a Change of
Control for any reason other than for Cause, Retirement, Disability
or the Participant’s death.
2.9
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended.
2.10
“ Company ” shall
mean Schweitzer-Mauduit International, Inc. and each of its
successors and assigns.
2.11
“ Complementary Plan
” shall mean the national pension plans for French Employees
and workers sponsored by the Association des Régimes de
Retraite Complémentaires (“ARRCO”) and the
Association Généralé des Institutions de
Retraite des Cadres (“AGIRC”), respectively.
2.12
“ Disability ”
shall mean Totally and Permanently Disabled, within the meaning of
the Retirement Plan, provided that the Administrator shall make any
such determination with respect to a Participant
hereunder.
2.13
“ French Employee
” shall mean an individual employed by one of the French
Employers.
2.14
“ French Employer(s)
” mean Schweitzer-Mauduit France, S.A.R.L. or LTR Industries,
S.A., and their respective successors and subsidiaries.
2.15
“ French Supplementary
Plans ” shall mean the supplementary pension benefit
plans provided, respectively, by Papeteries de Mauduit, S.A. and
LTR Industries, S.A. to their employees.
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2.16
“ Key Employee ”
shall mean an individual who is a member of a select group of
management or highly compensated French Employees and/or U.S.
Employees, as determined from time to time by the
Administrator.
2.17
“ Other Plans ”
shall mean other plans of the Company or of the French Employer,
including but not limited to the Schweitzer-Mauduit
International, Inc. Annual Incentive Plan, the
Schweitzer-Mauduit International, Inc. Equity Participation
Plan, the Schweitzer-Mauduit International, Inc. Long-Term
Incentive Plan, Schweitzer-Mauduit International, Inc.
Restricted Stock Plan, Schweitzer-Mauduit
International, Inc. Deferred Compensation Plan.
2.18
“ Participant ”
shall mean a Key Employee who has entered into an Agreement with
the Administrator in accordance with Section 3.2.
2.19
“ Plan ” shall
mean this Schweitzer-Mauduit International, Inc. Executive
Severance Plan.
2.20
“ Retirement ”
shall mean
a)
For U.S. Employees, the voluntary
termination of the Participant’s employment by the Company
pursuant to the terms of the qualified defined benefit pension plan
of the Company, which termination was initiated by such Participant
in writing pursuant to the procedures of such qualified defined
benefit pension plan prior to a Change of Control notwithstanding
the Participant’s actual retirement date occurs after a
Change of Control.
b)
For French Employees, the voluntary
termination of the Participant’s employment by his French
Employer as a result of such Participant’s retirement
pursuant to the terms of the Basic Plan, the Complementary Plan
and, if applicable, the French Supplementary Plan, which
termination was initiated by
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such Participant in writing pursuant
to the procedures of such Basic Plan, Complementary Plan and, if
applicable, French Supplementary Plan prior Change of Control,
notwithstanding that the Participant’s actual retirement date
occurs after a Change of Control.
2.21
“ Retirement Plan
” shall mean the Schweitzer-Mauduit International, Inc.
Retirement Plan, as amended and restated as of July 1, 2000
and including amendments 2001-1, 2001-2, 2002-2 and 2003-1.
For clarity and to avoid confusion, the term Retirement Plan for
the purposes of this Plan shall not refer to or include the terms
of any amendment of the Retirement Plan impacting the benefits of a
participant therein made subsequent to July 1, 2000 other than
those specifically identified hereinabove.
2.22
[Reserved]
2.23
“ U.S. Employee ”
shall mean individuals employed by the Company.
2.24
“ Voluntary Resignation
” shall mean termination of a Participant’s employment
with the Company or the French Employer(s) as a result of a
resignation initiated by the Participant which is unrelated to any
act or omission of the Company or the French Employer, as the case
may be, which could not reasonably be construed to be a
constructive discharge of such Participant.
2.25
“ Deferred Compensation
Plan ” shall mean the Schweitzer-Mauduit
International, Inc. Deferred Compensation Plan, amended and
restated as of February 26, 2004, and the Schweitzer-Mauduit
International, Inc. Deferred Compensation Plan No. 2,
effective as of January 1, 2005.
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ARTICLE 3 -
ELIGIBILITY
3.1
Eligibility to
Participate. The
Administrator shall from time to time determine in writing the Key
Employees who are eligible to participate in this Plan. A
list of current Participants shall be set forth on Appendix A
hereto, as updated by the Committee from time to time.
3.2
Agreement . The Administrator shall enter into a
participation agreement with each Key Employee the Administrator
determines to be eligible for participation in this Plan. Such
Agreement shall identify the Key Employee as a Participant in this
Plan and shall contain such terms as deemed appropriate by the
Administrator, but shall be consistent with and governed by the
terms of this Plan.
ARTICLE 4 - SEVERANCE
BENEFITS
4.1
Termination Following Change of
Control. A
Participant shall be entitled to receive benefits under this Plan
following a Change of Control as follows:
a)
Subject to Section 4.1 (b), a
Participant’s employment with the Company or his French
Employer, as the case may be, shall terminate within two years of a
Change of Control for any reason other than for Cause, Retirement,
Disability or the Participant’s death.
b)
A Participant that has been
requested in writing by the Company or the French Employer, as the
case may be, to continue in the employment of the Company or the
French Employer through a specified date, which shall not be more
than six (6) months from the date of a Change of Control,
under terms and conditions of employment, at the place of
employment and with the same salary and benefits that the
Participant was provided prior to the Change of Control, shall
have
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satisfied such request by remaining
in the employment of the Company or the French Employer for the
specified period.
c)
A Participant entitled to benefits
under this Plan shall receive and the Company or, subject to the
provisions of Section 1.1, the French Employer, as the case
may be, shall pay or, with respect to certain benefits hereinafter
described, shall cause to be paid to the Participant the following
benefits:
(1)
an amount equal to three times the
Participant’s highest Annual Compensation for any calendar
year beginning with or within the three-year period terminating on
the date of termination of the Participant’s employment,
which amount shall be paid to the Participant in cash on or before
the fifth day following the date of termination, subject to
Section 8.2;
(2)
for a period of three years
following the date of termination of employment, the Participant
and anyone entitled to claim under or through the Participant shall
be entitled to benefits as follows:
(i)
For U.S. Employees, all benefits
under the group health care plan, dental care plan, life or other
insurance or death benefit plan, or other present or future similar
group employee benefit plan or program of the Company for which key
executives are eligible at the date of a Change of Control, to the
same extent as if the Participant had continued to be an employee
of the Company during such period and such benefits shall, to the
extent not fully paid under any such plan or program, be paid by
the Company; and
(ii)
for French Employees, all medical
and dental benefits provided by
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“Social Securite”,
medical, dental and life insurance or death benefit plans, or other
present or future similar medical, dental, life or other insurance
or death benefit plans or programs generally available to French
Employees for which such Participant is eligible at the date of the
Change of Control, to the same extent as if the Participant had
continued to be a French Employee during such period and such
benefits shall, to the extent not fully paid under any such plan or
program, be paid by the French Employer;
(iii)
notwithstanding the foregoing, in
the event that a Participant is or may be liable for Federal income
taxes in the United States, (A) during such three-year period,
the benefits provided (or the amounts paid by the Company with
respect to such benefits) in any one calendar year shall not affect
the amount of benefits (or amounts paid with respect to such
benefits) provided in any other calendar year; (B) the
reimbursement of an eligible taxable expense shall be made as soon
as practicable but not later than December 31 of the year
following the year in which the expense was incurred; and
(C) the Participant’s rights pursuant to this
Section 4.1(c)(2) shall not be subject to liquidation or
exchange for another benefit.
(3)
for a U.S. Employee, a lump sum
payable in cash on or before the fifth day following