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SCHWEITZER-MAUDUIT INTERNATIONAL, INC. EXECUTIVE SEVERANCE PLAN

Termination Severance Agreement

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This Termination Severance Agreement involves

SCHWEITZER MAUDUIT INTERNATIONAL INC

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Title: SCHWEITZER-MAUDUIT INTERNATIONAL, INC. EXECUTIVE SEVERANCE PLAN
Governing Law: Georgia     Date: 3/6/2009
Industry: Paper and Paper Products     Sector: Basic Materials

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. EXECUTIVE SEVERANCE PLAN, Parties: schweitzer mauduit international inc
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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


 
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