Exhibit 10.1


 


December 7, 2005


 


 


Mr. Frédéric Villoutreix


15, chemin du Coeur Volant


78430 Louveciennes


France


 


Dear Frédéric,


 


On behalf of Schweitzer-Mauduit
International, Inc. (SWM), I am pleased to confirm our offer of employment on
the terms and conditions set forth in this letter.  You will be employed by Schweitzer-Mauduit
International, Inc. effective December 7, 2005. 
Subject to Board of Directors’ election, you will be appointed to the
position of Chief Operating Officer, effective February 1, 2006.


 


Reporting to Wayne Deitrich,
Chairman and C.E.O., your monthly salary will be Î21,667
(Î260,000/yr.).  In addition, you will be paid a signing bonus
of Î25,000, which will be paid within thirty (30)
days of your employment. We will specifically review your salary annually as to
its competitiveness and appropriateness and upon future changes in position or
responsibility or work location. You will receive a completion bonus of Î25,000
per year for four (4) consecutive years beginning January 1, 2007 and then
payable each January 1 thereafter through 2010. 
You will participate in the Annual Incentive Plan (AIP) program
effective January 1, 2006.


 


Your AIP opportunity at the
Target level of performance for 2006 will be 55% of your base salary as of
January 1, 2006, with a maximum of 107.25%. 
The weightings for your AIP participation will be based on 45% Corporate
earnings per share, 45% Business Units Operating Profit, and 10% Individual
Objectives.  Individual objectives will
be established by the Chief Executive Officer. A copy of the plan will be given
to you upon employment.  AIP awards are
paid in the first quarter following the end of the calendar year measured. For
AIP year 2006, your AIP award will not be less than E100,000.


 


A recommendation will be made
to provide you with 10,000 shares of Restricted Stock on January 1, 2006 with a
four (4) year vesting period in accordance with the terms of the SWM Restricted
Stock Plan.


 





















 


Long Term
Incentive Plan: As a key SWM executive, you will be
eligible to participate in the SWM Long Term Incentive Plan (LTIP). The Plan
will provide you with an annual Target award opportunity of 130% and a maximum
of 260% of your base salary. The award will be delivered by 50% participation
in a Cash Performance Plan and 50% in Restricted shares of SWM stock. A copy of
the plan and more details including performance measurements and payout timing
will be provided at time of employment.


 


As a regular, full-time U.S.
based hired exempt employee of SWM, you will be eligible for participation, as
of the first of the month following one full month of employment, in a
comprehensive benefits package that includes medical, dental, group life,
accidental death, short- and long-term disability insurance plans; an enhanced
401(k) savings plan with a maximum company match of 6% of earnings (60% match
on your 10% contribution of base salary and AIP) effective January 1, 2006, and
a tuition reimbursement program.


 


Vacation:  You will be eligible for four (4) weeks in
2006 and until your length of service with SWM earns you additional weeks in
accordance with the vacation policy.  .


 


Assignment to France:


Following a period of
indoctrination, you will be assigned to and based at the SWM-France operations
located in Spay, France. Terms and conditions relating to this assignment have
been provided under separate cover. SWM may reassign your work location to the
United States.


 


SWM Severance Plan


The SWM Severance Plan provides
you with three (3) times your highest Annual Compensation, as such term is
defined in the plan, with or within the three year period terminating on the
date of the termination of your employment plus three (3) years benefit
continuation in the event of a change-in-control of SWM.  For termination for other reasons, except
death, retirement, voluntary resignation or cause, you shall receive twelve
(12) months base salary.


 


This offer of employment is
contingent upon a satisfactory background investigation, and a physical
examination, including a drug screen.  In
accordance with established company policy, your employment with
Schweitzer-Mauduit is considered “at will” and as such can be terminated by you
or the company, at any time, for any reason, with or without notice.


 


Please acknowledge your
acceptance of this employment offer by signing and returning a copy of this
letter to me in the enclosed envelope at your earliest convenience along with a
completed employment application.


 


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On behalf of
Schweitzer-Mauduit, we look forward to you joining our team on December 7.  If you have any questions, or need additional
information, please do not hesitate to contact me at 770-569-4203.


 


Sincerely,


 


 


William R. Foust


Vice President, Administration


 


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