Unassociated Document


     

    SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.

    RESTRICTED
STOCK PLAN

    


    WHEREAS, the Corporation adopted a
Restricted Stock (RSP) in 1999 to provide a long-term incentive opportunity to
its participants, recognize meritorious performance and to enhance the
Corporation’s ability to retain key employees, all in a manner that would more
closely align the interests of the Corporation’s officers and other key
employees with those of the Corporation’s stockholders;

    


    WHEREAS, the original RSP expired in
accordance with its terms and the Corporation desires to adopt a new Restricted
Stock Plan;

    


    
      	
              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.

            	
              ADOPTION
      DATE, EFFECTIVE DATE AND TERM

            


    

    


    The Plan was adopted by resolution of
the Board of Directors on April 22, 2010, shall be effective upon its approval
by majority vote of the Corporation’s Stockholders and shall continue in full
force and effect, unless earlier terminated in accordance with its terms, to and
including April 21, 2020.

    


    
      	
              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.

    


    “Burn Rate” shall mean a measure of
dilution as further set forth in Section 7(c).

    


    “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 30% 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    "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”).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    "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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    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 Committee determines
either to be in a position to contribute materially to the success of the
Corporation or its Affiliates or to have in the past so
contributed.  Only employees (including officers and directors who are
employees) of the Corporation and its Affiliates are eligible to participate in
the Plan.

    


    
      	
              6. 

            	
               RESTRICTED
      SHARES

            


    

    


    The
Committee shall determine and designate from time to time those Participants to
whom Restricted Shares are to be granted and the number of such shares to be
granted to each Participant.  For each grant, the Committee shall
cause to be delivered to the Participant a Restricted Share Agreement which
shall specify each restriction on Transferability and any Management Objectives
and other risks of forfeiture that shall apply to the shares so
granted.   The Restricted Share Agreement may be in such form as
the Committee may authorize from time to time for the grant of Restricted Shares
to Participants. Each such grant shall be subject to all of the requirements
contained in the following provisions:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    (a) The
grant shall constitute an immediate transfer of the ownership of shares of
Common Stock to the Participant in consideration of the performance of services,
as such term is defined in Treasury Regulation 1.83-3(f) or any successor
section, entitling such Participant to voting, dividend and other ownership
rights, but subject to Substantial Risk of Forfeiture and restrictions on
Transferability, which shall be noted in an appropriate legend on any stock
certificates evidencing Restricted Shares. Provided, that shares granted to any
French participant shall  not be registered in said participant’s
name, and no voting or dividend rights shall attach thereto and such shares
shall not vest in the French participant for at least two years following the
grant date.

    


    (b) The
grant may be made in consideration of a payment by such Participant that is less
than the Fair Market Value per share on the Date of Grant.

    


    (c) Each
grant shall provide that the Restricted Shares shall become fully vested and all
risk of forfeiture shall lapse in the event of a Change of Control or upon the
Total and Permanent Disability of the Participant and, at the discretion of the
Committee, upon the occurrence of such other circumstances designated at the
Date of Grant by the Committee; provided, that the period in which the
Restricted Shares become Substantially Vested complies with the requirements of
Rule 16 of the Exchange Act.

    


    (d) The
grant shall provide that during the period a Substantial Risk of Forfeiture is
to continue, Transferability of the Restricted Shares shall be prohibited or
restricted in the manner and to the extent prescribed by the Committee at the
Date of Grant (which restrictions may include, without limitation, rights of
repurchase or first refusal in the Company or provisions subjecting the
Restricted Shares to a continuing Substantial Risk of Forfeiture or an
additional restriction on transfer in the hands of any transferee).

    


    (e) Any
grant of Restricted Shares may, but need not, specify Management Objectives
that, if achieved, will result in termination or early termination of the
restrictions on Transferability or the risk of forfeiture applicable to such
shares.  Each grant may specify in respect of such Management
Objectives a minimum acceptable level of achievement and may set forth a formula
for determining the number of Restricted Shares on which restrictions will
terminate if performance is at or above the minimum level, but falls short of
full achievement of the specified Management Objectives.

    


    (f) Any
such grant of Restricted Shares may, but need not, require that any or all
dividends or other distributions paid thereon during the period of such
restrictions be automatically deferred and reinvested in additional Restricted
Shares, which may be subject to the same restrictions as the underlying
award.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    (g) Each
grant of Restricted Shares shall be evidenced by an agreement executed on behalf
of the Corporation by an officer and delivered to and accepted by the
Participant and shall contain such terms and provisions, consistent with this
Plan, as the Committee may approve.

    


    (h) All
certificates representing Restricted Shares shall bear a legend noting
Transferability of the shares is subject to the terms of this Plan and the
Restricted Stock Agreement. Upon satisfaction of all restrictions on
Transferability and the lapse of any risk of forfeiture of the Restricted
Shares, the Participant shall surrender the Restricted Share certificate to the
Company for cancellation and the Company shall issue a new stock certificate,
without a restrictive legend, for the same number of shares of Common Stock
represented by the surrendered Restricted Shares certificate.

    


    (i) All
Performance based restricted stock grants shall have a minimum one-year
restriction on transferability and non-performance based awards shall have a
minimum three-year restriction on transferability following the grant date;
provided further, that restricted stock grants to any French participant in the
Plan shall have a minimum two-year restriction on transferability following the
vesting date.

    


    (j)  Notwithstanding
the provisions of Section 6(i), up to 10% of the authorized shares may have a
shorter period of restriction on transferability.

    


    
      	
              7. 

            	
               SHARES
      SUBJECT TO THE PLAN

            


    

    


    (a) Subject to adjustment as provided
in Section 9 hereof, the number of shares of Common Stock that: (i) may be
issued or transferred as Restricted Shares and released from Substantial Risk of
Forfeiture or (ii) in payment of dividend equivalents paid with respect to
Restricted Shares granted under the Plan shall not exceed in the aggregate the
number of shares authorized under this plan that have been registered with the
Securities and Exchange Commission.

    


    (b) The use of any shares of Common
Stock that have not been registered for issuance under this Plan shall require
the prior consent of the Board as well as compliance with the requirements of
state and federal securities laws and the rules of any exchange on which the
Corporation's Common Stock is registered.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    (c)  For the first three
years of the plan (2010, 2011 and 2012) the average trailing three – year Burn
Rate (excluding shares awarded in 2009 as reflected in the Company’s filing on
Form 10-K for the year ended December 31, 2009) shall not exceed the greater of:
(1) the mean plus one standard deviation of the company’s GICS group by Russell
3000 index equivalent to 2.07% (or when applicable, the non-Russell 3000 index)
and (2) two percent (2%) of weighted common shares outstanding. The Company’s
GICS is 1510 –Materials and the Burn Rate Category is 1510 and Russell 3000. The
annual Burn Rate shall be calculated as: ABR= (# of options granted + # of full
value shares awarded * Multiplier) / weighted average common shares outstanding.
When awards are converted to their option-share equivalents, the full value
multiplier shall be dependent upon the company's annual stock volatility. In
this case, each share that is subject to awards other than options will count as
equivalent to 1.50 options.

    


    
      	
              8. 

            	
              INDIVIDUAL
      AND SHARE LIMITS

            


    

    


    (a) No
Participant shall be granted Restricted Shares, in the aggregate, for more than
fifty percent (50%) of the shares of Common Stock authorized to be issued as
Restricted Shares under this Plan.

    


    (b) The
number of shares of Common Stock issued as Restricted Shares to all Participants
during the term of this Plan shall not, in the aggregate, exceed one million
(1,000,000) shares of Common Stock.

    


    (c)
Should the vesting of a grant of Restricted Stock cause any Participant who is
also a Covered Employee, as such term is defined in Section 162(m) of the Code,
to exceed the Section 162(m) limits on deductible compensation, such shares of
Restricted Stock or a comparable number of stock unit credits shall be
contributed to the Deferred Compensation Plan as a Corporate Contribution to an
account established for such Participant in the Deferred Compensation
Plan.  Shares of Restricted Stock or stock unit credits contributed
hereunder to the Deferred Compensation Plan shall be disbursed, in whole or in
part, out of that plan at the earlier of the time the Participant is no longer a
Covered Employee or in any year that some or all of the shares of Restricted
Stock or stock unit credits so deferred may be disbursed to the Participant
without exceeding the Section 162(m) limit for such year after taking into
account all other non-exempt compensation.

    


    (d) If
Restricted Shares which had been granted to a Participant are canceled, as such
term is applied in Section 162(m) of the Code, the shares of Common Stock which
had been subject to such canceled Restricted Shares shall continue to be counted
against the maximum number of shares of Common Stock that can be issued under
this Plan and the maximum number of Restricted Shares that may be granted to
such Participant pursuant to Section 8 (a) herein.  In the event that
the number of Restricted Shares that may be granted is adjusted as provided in
Section 9 hereof, the above limits shall automatically be adjusted in the same
ratio.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    9.   CHANGES
IN CAPITALIZATION

    


    In the event there are any changes in
the Common Stock or the capitalization of the Corporation through any merger,
any acquisition through the issuance of capital stock of the Corporation, any
consolidation, any separation of the Corporation (including a spin-off or other
distribution of stock by the Corporation), any reorganization of the Corporation
(whether or not such reorganization comes within the definition of such term in
Section 368 of the Code), or any partial or complete liquidation by the
Corporation, recapitalization, stock dividend, or stock split, appropriate
adjustments and changes in the number of Restricted Shares previously granted to
each Participant shall be made by the Committee, to the extent necessary, to
preserve the benefit to the Participants contemplated by the Plan and any such
previous grant of Restricted Shares and a comparable adjustment shall be made to
the limitations contained in Sections 8(a) and (b) of the Plan; provided,
however, that no such adjustment or change may be made to the extent that such
adjustment or change will 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 for a previous grant of Restricted
Shares.

    


    
      	
              10. 

            	
              EFFECT
      ON OTHER PLANS

            


    

    


    All benefits under the Plan shall
constitute special compensation and shall not affect the level of benefits
provided to or received by any Participant (or the Participant’s estate or
beneficiaries) as part of any employee benefit plan of the Corporation or an
Affiliate.  The Plan shall not be construed to affect in any way a
Participant’s rights and obligations under any other plan maintained by the
Corporation or an Affiliate on behalf of others including such
Participants.

    


    
      	
              11. 

            	
              TERM
      OF THE PLAN

            


    

    


    The Plan shall remain in effect until
the tenth anniversary of the date of its adoption by the Board, unless the Plan
is terminated prior thereto by the Committee.  No Restricted Shares or
performance share award opportunity may be granted after the termination date of
the Plan, but Restricted Shares and any performance award opportunity
theretofore granted shall continue in force beyond that date pursuant to their
terms.

    


    
      	
              12. 

            	
              NONRESIDENT
      ALIENS

            


    

    


    In order to facilitate the making of
any grant under this Plan, the Committee may provide for such special terms for
awards to Participants who are foreign nationals, or who are employed by the
Corporation or any Affiliate outside of the United States of America, as the
Committee may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom.  Moreover, the Committee may approve
such supplements to or amendments, restatements or alternative versions of this
Plan as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purposes,
and the Secretary or other appropriate officer of the Corporation may certify
any such document as having been approved and adopted in the same manner as this
Plan.  No such special terms, supplements, amendments or restatements,
however, shall include any provisions that are inconsistent with the terms of
this Plan then in effect unless this Plan could be amended to eliminate such
inconsistency without approval by the stockholders of the Corporation; provided
further, that no action may be taken under this Section 12 if such action would
(1) materially increase any benefits accruing to any Participant under the Plan,
(2) materially increase the number of securities which would be issued under the
Plan, (3) modify the requirements for eligibility to participate in the Plan,
(4) result in a failure to comply with applicable provisions of the Securities
Act, the Exchange Act or the Code or (5) result in the disallowance of a
deduction that would otherwise have been available to the Corporation under
Section 162(m) of the Code, or any successor section.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
              13. 

            	
              TRANSFERABILITY

            


    

    


    (a) Except as otherwise determined by
the Committee, no Restricted Shares that have not yet Substantially Vested in
the Participant and no right to receive dividends thereon shall be transferable
by a Participant other than by will or the laws of descent and
distribution.

    


    (b) The Committee, in its discretion,
may specify at the Date of Grant that part or all of the shares of Common Stock
that are not subject to a Substantial Risk of Forfeiture and restrictions on
Transferability referred to in Section 6 of this Plan, shall be subject to
further restrictions on transfer.

    


    (c) Notwithstanding the provisions of
Section 13(a), but subject to the prior approval of the Committee, Restricted
Shares shall be transferable by a Participant, without payment of consideration
therefore by the transferee, to any one or more members of the Participant's
Immediate Family (or to one or more trusts established solely for the benefit of
one or more members of the Participant's Immediate Family or to one or more
partnerships in which the only partners are members of the Participant's
Immediate Family); provided, however, that (i) no such transfer shall be
effective unless reasonable prior notice thereof is delivered to the Corporation
and such transfer is thereafter effected in accordance with any terms and
conditions that shall have been made applicable thereto by the Corporation or
the Committee and (ii) any such transferee shall be subject to the same terms
and conditions thereunder as the Participant.

    


    
      	
              14. 

            	
              GENERAL
      PROVISIONS

            


    

    


    (a) No
Right of Continued Employment.  Neither the establishment of the Plan
nor the payment of any benefits hereunder nor any action of the Corporation, its
Affiliates, the Board of Directors of the Corporation or its Affiliates, or the
Committee shall be held or construed to confer upon any person any legal right
to be continued in the employ of the Corporation or its Affiliates, and the
Corporation and its Affiliates expressly reserve the right to discharge any
Participant without liability to the Corporation, its Affiliates, the Board of
Directors of the Corporation or its Affiliates, or the Committee, except as to
any rights which may be expressly conferred upon a Participant under the
Plan.

    


    (b)
Binding Effect.  Any decision made or action taken by the Corporation,
the Board or by the Committee arising out of or in connection with the
construction, administration, interpretation and effect of the Plan shall be
conclusive and binding upon all persons.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    (c)
Inalienability of Benefits and Interest.  Except as provided in
subsections 6(d) and 13(c), no benefit payable or interest in the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any such attempted action shall be void and
no such benefit or interest shall be in any manner liable for or subject to
debts, contracts, liabilities, engagements, or torts of any Participant or
beneficiary.

    


    (d) Georgia Law to
Govern.  All questions pertaining to the construction, interpretation,
regulation, validity and effect of the provisions of the Plan shall be
determined in accordance with the laws of the State of Georgia.

    


    (e)
Purchase of Common Stock.  The Corporation and its Affiliates may
purchase from time to time shares of Common Stock in such amounts as they may
determine for purposes of the Plan.  The Corporation and its
Affiliates shall have no obligation to retain, and shall have the unlimited
right to sell or otherwise deal with for their own account, any shares of Common
Stock purchased pursuant to this paragraph.

    


    (f)
Withholding.  The Committee shall require the withholding of all taxes
as required by law.  A Participant shall pay in cash any amount
required to be withheld under federal, state or local law with respect to the
Substantial Vesting of Restricted Shares or the Participant may elect with
respect to payment of any portion of the federal, state or local income tax
withholding required with respect to the Substantial Vesting of Restricted
Shares be satisfied by tendering to the Corporation Restricted Shares, which, in
the absence of such an election, would have been unrestricted as to such
Participant in connection with such Substantial Vesting.  In the event
that the Fair Market Value of such shares tendered to satisfy the withholding
tax exceeds the sum of the consideration due from the Participant and the amount
of such tax, the excess amount shall be returned to the Participant, to the
extent possible, in whole shares of Common Stock, and the remainder in
cash.  The value of a share of Common Stock tendered pursuant to this
subsection 14(f) shall be the Fair Market Value of the Common Stock, adjusted to
reflect any non-lapse conditions, on the date on which such shares are tendered
to the Corporation.  An election pursuant to this subsection 14(f)
shall be made in writing and signed by the Participant.  An election
pursuant to this subsection 14(f) is irrevocable.  A Participant who
Substantially Vests in Restricted Shares and who is required to report to the
Securities and Exchange Commission under Section 16(a) of the Exchange Act (an
“Insider”) may satisfy the income tax withholding due in respect of such
substantial vesting event pursuant to this subsection 14(f) by tendering shares
only if the Insider also satisfies an exemption under Section 16(a) of the
Exchange Act (or the rules or regulations promulgated thereunder) for such
withholding.


    
      
         


      

      
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    (g) Code
Section 83(b) Election.  A Participant may elect to include in his
gross income for the taxable year in which Restricted Shares are granted the
excess of the Fair Market Value of the Restricted Shares on the Date of Grant
over the amount paid by the Participant for such shares by giving the
Corporation written notice of such election within thirty (30) days of the Date
of Grant in a manner that meets all Code requirements.

    


    (h)
Amendments.  The Committee may at any time amend, suspend, or
discontinue the Plan or alter or amend any or all Restricted Shares and any
agreements pursuant to which Restricted Shares are granted under the Plan to the
extent (1) permitted by law, (2) permitted by the rules of any stock exchange on
which the Common Stock or any other security of the Corporation is listed, (3)
permitted under applicable provisions of the Securities Act and the Exchange Act
(including Rule 16b-3); and (4) that such action would not result in the
disallowance of a deduction that would have otherwise have been available to the
Corporation under Section 162(m) of the Code or any successor section (including
the rules and regulations promulgated thereunder) on such grants; provided,
however, that if any of the foregoing requires the approval by stockholders of
the Corporation of any such amendment, suspension or discontinuance, then the
Committee may take such action subject to the approval of such
stockholders.  No such amendment, suspension, or termination of the
Plan shall, without the consent of the Participant, adversely alter or change
any of the Restricted Shares or the terms of any agreement pursuant to which
Restricted Shares were previously granted to the Participant under the
Plan.

    


    
      Adopted
this 22nd day of
April 2010 by Schweitzer- Mauduit International, Inc.

    

    


    
      
        
          
            
              	 
      	 
      
	 
	
                      Frederic
      Villoutreix, Chairman and Chief Executive
  Officer

                    


            

          

        

      

    


    
      
         


      

      
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