Exhibit 10.11


 


SCHWEITZER-MAUDUIT INTERNATIONAL, INC.


EXECUTIVE SEVERANCE PLAN


 


Amended and Restated -


As of November 3, 2005


 





















 


SCHWEITZER-MAUDUIT INTERNATIONAL, INC.


EXECUTIVE SEVERANCE PLAN FOR KEY EMPLOYEES


AMENDED AND RESTATED AS OF NOVEMBER 3, 2005


 


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 November 3, 2005.  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 and the Supplemental 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


 


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applicable,
the French Supplementary Plan, which termination was initiated by 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                           “Supplemental
Plan” shall mean the Supplemental Benefit Plan to the Schweitzer-Mauduit
International, Inc. Retirement Plan, as amended and restated as of November 21,
2003.  For clarity and to avoid
confusion, the term Supplemental Plan for the purposes of this Plan shall not
refer to or include the terms of any amendment of the Supplemental Plan
impacting the benefits of a participant therein made subsequent to November 21,
2003.


 


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.


 


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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.


 


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.


 


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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 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;


 


(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


 


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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 “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.


 


(3)                                  for
a U.S. Employee, a lump sum payable in cash on or before the fifth day
following the date of termination equal to:


 


(i)                                     for
a U.S. Employee Participant in the final average pay benefit formula under the
Retirement Plan an amount equal to the Actuarial Equivalent (as defined in the
Retirement Plan) of the accrued benefit the Participant would have earned under
the Retirement Plan and the Supplemental Plan for the three-year period
following the date of termination of his employment with the Company based on
the Participant’s earnings in effect for


 


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purposes
of the Retirement Plan and the Supplemental Plan on the date of such
termination.


 


(ii)                                  for
a U.S. Employee Participant in the cash balance benefit formula under the
Retirement Plan an amount equal to the actual dollar amount of the accrued
benefit the Participant would have earned under the Retirement Plan and the
Supplemental Plan for the three-year period following the date of termination
of his employment with the Company based on the Participant’s earnings in
effect for purposes of the Retirement Plan and the Supplemental Plan on the
date of such termination.  Such amounts
shall include any amounts payable in the form of Excess Retirement Benefit
contributions into the Deferred Compensation Plan, as such term is defined in
the Deferred Compensation Plan.


 


(4)                                  for
French Employees, a lump sum equal to the sum of the following amounts which
sum shall be payable in cash on or before the tenth day following the date of
termination:


 


(i)                                     the
cost of purchasing any pension credits lost by a Participant under the Basic
Plan as a result of a Change of Control Termination, but in no event shall the
pension credits so purchased exceed 12 quarters of pension credits;


 


(ii)                                  a
lump sum equal to (x) the purchase price of any pension credits lost by a
Participant under the Complementary Plan plus (y) the present value of any
portion of lost pension credits which may not


 


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be
purchased back from the Complementary Plan, each as a result of a Change of
Control Termination provided,  however, that in no event shall
such lost Complementary Plan benefits exceed the present worth of three years
of such lost pension benefits; and


 


(iii)                               for pension benefits
lost under the French Supplementary Plan as a result of a Change of Control
Termination, payment of a lump sum calculated as follows:


 


a)                                      if
the Participant is terminated between ages 62 and 65, a lump sum equal to the
present worth of the difference between the pension benefits the Participant
would have received at age 65 absent the Change of Control Termination and the
reduced pension benefit such Participant will receive at age 65 as a result of
such termination;


 


b)                                     if
the Participant is terminated between ages 60 and 62, payment of a lump sum as
calculated in (a) above multiplied by the ratio of A to B where A = three
years and B = the number of years between the Change of Control Termination and
attainment of age 65.


 


c)                                      if
the Participant is terminated before age 60 or with less than 20 years service
with a French Employer, a lump sum equal to the present worth of the


 


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pension
benefit the Participant would have received at age 65, absent the Change of
Control Termination multiplied by the ratio of A to B where A = three years and
B = the number of years between the Change of Control Termination and the date
on which the Participant would attain age 65 provided,  however, that
no such lump sum shall be payable unless such Participant could have earned 20
years service with a French Employer on or before attainment of age 65, absent
a Change of Control Termination.


 


d)                                     If
a Participant is or may be liable for Federal income taxes in the United
States, such Participant’s Agreement shall provide that the parties agree that
the payments provided in Section 4.1(a) hereof are reasonable
compensation in light of the Participant’s services rendered to the Company or
the French Employer, as the case may be, and that neither party shall contest
the payment of such benefits as constituting an “excess parachute payment”
within the meaning of Section 280G(b)(1) of the Code.


 


e)                                      In
the event that (i) the Participant becomes entitled to the compensation
and benefits described in Section 4.1(a) hereof (“Compensation
Payments”), (ii) the Company


 


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determines,
based upon the advice of tax counsel selected by the Company’s independent
auditors and acceptable to the Participant, that, as a result of such
Compensation Payments and any other benefits or payments required to be taken
into account under Code Section 280G(b)(2) (“Parachute Payments”),
any of such Parachute Payments must be reported by the Company as “excess
parachute payments”, and (iii) such Parachute Payments are 3.5 or more
times the “base amount” as defined in Code Section 280G(b)(3) with
respect to such Participant (“Base Amount”), the Company shall pay to the
Participant at the time specified in Section 4.1(a) above an
additional amount (“Gross-Up Payment”) such that the net amount retained by the
Participant, after deduction of any of the tax imposed on the Participant by Section 4999
of the Code (“Excise Tax”) and any Federal, state and local income tax and
Excise Tax upon the Gross-Up Payment, shall be equal to the Parachute Payments
determined prior to the application of this paragraph.  The value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Company’s independent
auditors.  For purposes of determining
the amount of the Gross-Up Payment, the Participant shall be deemed to pay
Federal income taxes at


 


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the
highest marginal rate of Federal income taxation in the calendar year in which
the Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rates of taxation in the state and locality of the Participant’s
residence on the date of termination of his employment, net of the maximum
reduction in Federal income taxes which could be obtained from deduction of
such state and local taxes.  In the event
that the Excise Tax payable by the Participant is subsequently determined to be
less than the amount, if any, taken into account hereunder at the time of
termination of the Participant’s employment, the Participant shall repay to the
Company at the time that the amount of such reduction in Excise Tax is finally
determined the portion of the Gross-Up Payment attributable to such reduction
plus interest on the amount of such repayment at the rate provided for in Section 1274(b)(2)(B) of
the Code (“Repayment Amount”).  In the
event that the Excise Tax payable by the Participant is determined to exceed
the amount, if any, taken into account hereunder at the time of the termination
of the Participant’s employment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional Gross-Up


 


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Payment
in respect of such excess (plus any interest and penalty payable with respect
to such excess) immediately prior to the time that the amount of such excess is
required to be paid by Participant (regardless of any contest of such payment
pursuant to Section 4.1(e)) (“Additional Gross-up Payment”), such that the
net amount retained by the Participant, after deduction of any Excise Tax on
the Parachute Payments and any Federal, state and local income tax and Excise
Tax upon the Additional Gross-Up Payment, shall be equal to the Parachute
Payments determined prior to the application of this paragraph. In the event
that the Excise Tax payable by the Participant is subsequently determined to be
less than the amount of the Additional Gross-up Payment paid to the
participant, the Participant shall repay to the Company at the time that the
amount of such reduction in the Additional Gross-up Payment is determined the
portion of the Additional Gross-up Payment attributable to such reduction plus
interest on the amount of such repayment at the rate provided for in Section 1274(h)(2)(B) of
the Code (“Additional Repayment Amount”). 
The obligation to pay any Repayment Amount, Additional Gross-up or
Additional Repayment Amount shall remain in effect under


 


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this
Agreement for the entire period during which the Participant remains liable for
the Excise Tax, including the period during which any applicable statute of
limitation remains open.


 


f)                                        In
the event the Participant’s Parachute Payments are less than 3.5 times the Base
Amount, the Company shall limit the Compensation Payments provided hereunder to
the extent necessary so that the Participant’s Parachute Payments do not exceed
2.99 times the Base Amount.


 


g)                                     Unless
the Company determines that any Parachute Payments made hereunder must be
reported as “excess parachute payments” in accordance with Section 4.1(c) above,
neither party shall file any return taking the position that the payment of
such benefits constitutes an “excess parachute payment” within the meaning of Section 280G(b)(1) of
the Code.  If the Internal Revenue
Service proposes an assessment of Excise Tax against the Participant in excess
of the amount, if any, taken into account at the time specified in Section 4.1(c) and
the Company notifies the Participant in writing that the Company elects to
contest such assessment at its own expense, the Participant shall cooperate in
good faith with the Company in contesting such proposed assessment and


 


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agrees
not to settle such contest without the written consent of the Company.  Any such contest shall be controlled by the
Company, provided, however, that the Participant shall have the right to
participate in such contest. 
Notwithstanding the Company’s election to contest the assessment of an
Excise Tax, the Participant shall be entitled to an Additional Gross-Up Payment
under Section 4.l(c) at the time set forth therein.


 


4.2                                 Termination
of Employment.  If a Participant’s
employment with the Company or his French Employer shall terminate during the
term of his Agreement for any reason other than death, Retirement, Voluntary
Resignation or Cause, the Company or (if such payment is not inconsistent with
any relevant French law) his French Employer, shall pay the Participant or the
Participant’s beneficiary, as the case may be, in cash a lump sum payment in
the amount set forth in the Agreement with such Participant under this Plan
within 30 days of his termination of employment.  Such amount shall be set forth on Appendix A
hereto and shall not be more than the Participant’s monthly base salary
multiplied by 24.  No benefits shall be
payable pursuant to this Section 4.2 in the event a Participant is
entitled to severance payments under Section 4.1 hereof.


 


ARTICLE 5 - ADMINISTRATION


 


5.1                                 Administrator.  The Administrator is responsible for the
general administration of the Plan.


 


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5.2                                 Duties
of the Administrator.  The
Administrator shall be responsible for the daily administration of the Plan and
may appoint other persons or entities to perform or assist in the performance
of any of its duties, subject to its review and approval.  The Administrator shall have the right to
remove any such appointee from his position without cause upon notice.


 


5.3                                 Powers.  The Administrator shall administer the Plan
in accordance with its terms and shall have all powers necessary to carry out
the provisions of the Plan as more particularly set forth herein.  The Administrator shall have discretionary
authority to interpret the Plan, and to determine all questions arising in the
administration, interpretation, and application of the Plan; provided, however,
that such discretionary authority shall be exercised in good faith in order to
achieve the principal purposes of the Plan to provide severance benefits,
including enhanced severance benefits upon a Change of Control, as described in
Article 4.  All such determinations
shall be conclusive and binding on all interested persons.  The Administrator shall adopt such procedures
and regulations necessary and/or desirable for the discharge of its duties
hereunder and may appoint such accountants, counsel, actuaries, specialists,
and other agents as it deems necessary and/or desirable in connection with the
administration of this Plan.


 


5.4                                 Compensation
of the Administrator.  The
Administrator shall not receive any compensation from the Plan for its
services.


 


5.5                                 Indemnification.  The Company shall indemnify the Administrator
against any and all claims, losses, damages, expenses, and liability arising
from its actions or omissions, except when the same is finally adjudicated to
be due to the Administrator’s gross negligence or willful misconduct.  The Company may purchase at its own expense
sufficient liability insurance for the Administrator to cover any and all
claims, losses, damages, and expenses arising from any action or omission in
connection with the execution of the duties as the Administrator.


 


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ARTICLE 6 - SUCCESSOR TO THE COMPANY


 


6.1                                 The Company will require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, expressly, absolutely and unconditionally to assume this Plan and
agree to perform the obligations of the Company under this Plan and each
Participant’s Agreement in the same manner and to the same extent that the
Company would be required to perform such obligations if no such succession or
assignment had taken place.


 


ARTICLE 7 - MISCELLANEOUS


 


7.1                                 Funding
of Benefits.  The benefits payable to
a Participant under the Plan shall not be funded in any manner and shall be
paid by the Company or the French employer, as the case may be, out of its
general assets, which assets are subject to the claims of the Company’s or the
French Employer’s creditors.


 


7.2                                 Establishment
of Trust.


 


a)                                      The
Company may establish a Grantor Trust (“Trust”) for the Plan.  If established, all benefits payable under
this Plan to a Participant shall be paid directly by the Company from the
Trust.  To the extent that such benefits
are not paid from the Trust, the benefits shall be paid from the general assets
of the Company and shall


 


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be
reimbursed to the Company by the Trust at the Company’s request upon
presentation of reasonable proof that the Company made such payment.  Any Trust shall be an irrevocable grantor
trust which conforms the requirements of the model trust as described in IRS
Revenue Procedure 92-64, I.R.B. 1992-33. 
The assets of the Trust are subject to the claims of the Company’s
creditors in the event of its insolvency.  Except as to any amounts paid or payable to a
Trust, the Company shall not be obligated to set aside, earmark or escrow any
funds or other assets to satisfy its obligations under this Plan, and the
Participant shall not have any property interest in any specific assets of the
Company other than the unsecured right to receive payments from the Company, as
provided in this Plan.


 


b)                                     Payment
From the Trust.  In the event a Trust is
established and payments are not made by the Company in accordance with the terms
of the Plan, a Participant may petition the trustee of the Trust directly for
payment and the trustee may make such payment directly to the Participant upon
the trustee’s good faith determination that the payment was in fact owed, was
not timely paid by the Company and that there are sufficient assets in the
Trust to make the payment.


 


7.3                                 Settlement
of Accounts.  Except as prohibited by
applicable law, there shall be deducted from the payment of any benefit due
under the Plan the amount of any uncontested indebtedness, obligation, or
liability which the Participant has acknowledged in writing as owing to the
Company or the French Employer as the case may be, or any of their respective
subsidiaries and the amount of which has been agreed to by the Participant.


 


7.4                                 Withholding.  There shall be deducted from the payment of
any benefit due under the Plan the amount of any tax required by any
governmental authority to be withheld and paid


 


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over by the Company or
the French Employer, as the case may be, to such governmental authority for the
account of the Participant entitled to such payment.


 


7.5                                 Assignment
by the Participant.  Unless required
by court order, no Participant or beneficiary shall have any rights to sell,
assign, transfer, encumber, or otherwise convey the right to receive the
payment of any benefit due hereunder, which payment and the rights thereto are
expressly declared to be nonassignable and nontransferable.  Any attempt to do so shall be null and void
and of no effect.


 


7.6                                 Amendment
and Termination.  The Plan may be
amended or terminated at any time by the Company, by resolution of the Board;
provided that no termination or amendment reducing the severance benefits
provided hereunder shall be effective until the expiration of the two-year
period following the date of the Board resolution providing for such
termination.  Further, no amendment or
termination shall be effective during the two-year period following the date of
a Change of Control of the Company without the consent of all the
Participants.  Any termination of this
Plan shall cause the immediate termination of all outstanding Agreements
hereunder.  No amendment or termination
shall affect the rights of any Participant who is entitled to severance
benefits pursuant to Article 4 at the time of such amendment or
termination.


 


7.7                                 No
Guarantee of Employment. 
Participation hereunder shall not be construed as creating any contract
of employment between the Company or a French Employer and any Key Employee,
nor shall it limit the right of the Company or such French Employer to
terminate a Key Employee’s employment at any time for any reason whatsoever.


 


7.8  Construction.  This Plan shall be construed in accordance
with and governed by the laws of the State of Georgia, to the extent such laws
are not otherwise superseded by the laws of the United States.


 


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APPENDIX A


 


Participants in the


Schweitzer-Mauduit International, Inc.


Executive Severance Plan and Number of


Months of Base Salary Pursuant to


Section 4.2 of the Plan


 




	
   

  	
   

  	
  Number of Months of

  
	
   

  	
   

  	
  Participant’s Base Salary in
  the

  
	
   

  	
   

  	
  Event of Termination, Pursuant
  to

  
	
  Name

  	
   

  	
  Section 4.2 of the Plan

  
	
   

  	
   

  	
   

  
	
  Wayne H.
  Deitrich

  	
   

  	
  24

  
	
  Paul C. Roberts

  	
   

  	
  12

  
	
  John W. Rumely

  	
   

  	
  12

  
	
  William R. Foust

  	
   

  	
  12

  
	
  Wayne L.
  Grunewald

  	
   

  	
  6

  
	
  Jean-Pierre Le
  Hétêt

  	
   

  	
  12

  
	
  Raymond Nedellec

  	
   

  	
  6

  
	
  Thierry
  Bellanger

  	
   

  	
  12

  
	
  Peter J.
  Thompson

  	
   

  	
  12

  
	
  Otto R. Herbst

  	
   

  	
  12

  
	
  Widjaja Jiemy

  	
   

  	
  12

  






 


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