Exhibit 10.7


 


SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.


LONG-TERM
INCENTIVE PLAN


First
Amendment and Restatement


Effective as of January 1,
2009


 


RECITALS:


 


WHEREAS, the Corporation adopted a Long-Term Incentive Plan (LTIP)
in 2001 to provide a long-term incentive opportunity to its participants;


 


WHEREAS,
the LTIP is intended to provide incentive compensation that is qualified as
exempt from the limitation on tax deductibility when paid to a participant that
is covered by Section 162(m) of the Internal Revenue Code;


 


WHEREAS,
Revenue Ruling 2008-13 issued new guidance from the Internal Revenue Service on
its revised interpretation of the performance based compensation exemption from
Code Section 162(m) limits on deductible compensation;


 


WHEREAS,
the Company desires to maintain the exempt performance based compensation
status of any awards issued to a participant in the LTIP that is also a Covered
Person, as hereinafter defined, and therefore amends and restates the plan as
follows.


 


1.            PURPOSE


 


The purpose of this Long-Term
Incentive Plan (the “Plan”) of Schweitzer-Mauduit International, Inc. (the
“Company”) is to promote the long-term financial success of the Company by:


 


(a) attracting and
retaining executive personnel of outstanding ability;


 


(b) strengthening
the Company’s capability to develop, maintain and direct a competent management
team; and


 


(c) motivating
executive personnel by means of performance-related incentives to achieve
longer-range performance goals.


 


2.            EFFECTIVE DATE


 


The Plan is adopted effective
as of January 1, 2001.


 

















 


3.            DEFINITIONS


 


“Affiliate”
means any company in which the Company owns 20% or more of the equity interest
(collectively, the “Affiliates”).


 


“Board”
means the Board of Directors of the Company.


 


“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 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
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. 
The Committee shall administer the Plan.


 


“Covered Employee” shall
have the meaning given to such term by Internal Revenue Code Section 162(m)(3),
and any sucessor provision.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, as amended from time to time.


 


“Participant”
means an officer or employee who the Committee selects to participate in this
Plan (collectively, the “Participants”) in accordance with Section 5 of
this Plan. Participant’s shall be listed on Addendum A hereto, as it may be
amended from time to time.


 


“Potential Change of
Control” shall mean the date as of which: (a) the Company
enters into an agreement the consummation of which, or the approval by
shareholders of which, would constitute a Change of Control; (b) proxies
for the election of Directors of the Company are solicited by anyone other than
the Company; (c) any person (including, but not limited to, any
individual, partnership, joint venture, corporation, association or trust)
publicly announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change of Control; or (d) any other event
occurs which is deemed to be a Potential Change of Control by the Board and the
Board adopts a resolution to the effect that a Potential Change of Control has
occurred.


 


“Performance Cycle”
or “Cycle” means each three-year period, as determined by the Committee,
during which the performance of the Company is measured for the purposes of 


 

















 


determining the extent to
which the Performance Awards which have been contingently allotted for such
Cycle may be earned. The term shall include any year within a Cycle when the
Committee has established Performance Goals and the related Performance Award
opportunities for the individual years that comprise a Cycle.


 


“Performance Goals”
means the objectives for the Company established by the Committee for a Performance
Cycle, for the purpose of determining the extent to which Performance Awards
which have been contingently allotted for such Cycle are earned.


 


“Performance Award”
means the units contingently earned during a Performance Cycle by Participants
under this Plan.


 


“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 Company or an Affiliate; provided, however, if the
Participant is not eligible to participate under a qualified retirement plan of
the Company or its Affiliates 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.


 


“Threshold”
means the minimum level of performance in relation to the Performance Goals for
which any Performance Award may be earned.


 


“Total and Permanent
Disability” means
a condition arising out of injury or disease which the Schweitzer-Mauduit
International, Inc. Human Resources Committee determines is permanent and
prevents a Participant from engaging in any occupation with his Employer
commensurate with his education, training and experience, excluding (i) any
condition incurred in military service (other than temporary absence on
military leave) if the Participant’s service is not resumed at the end of his
military service, (ii) any condition incurred as a result of or incidental
to a felonious act perpetrated by the Participant, and (iii) any condition
resulting from excessive use of drugs or narcotics or use of illegal drugs
or  (iv) from willful self-inflicted
injury.


 


4.            ADMINISTRATION


 


The Plan shall be
administered by the Committee, which in its absolute discretion, shall have the
power to interpret and construe the Plan and to resolve all questions arising
thereunder. Any action by the Committee shall be final and conclusive as to all
individuals affected thereby.


 


The Committee shall have
sole and complete authority to determine the employees to whom Performance
Award opportunities shall be allotted for each Performance Cycle, to determine
the basis for measuring the value of such Performance Awards, and to determine
the value of such Performance Award opportunities, if any, to be allotted to
each Participant.  Performance Awards may
be based on such unit of value as the Committee may in its sole discretion
designate.


 

















 


The Committee may
delegate to any director, officer, or employee such ministerial or
administrative duties relating to the Plan as deemed appropriate by the
Committee.  No member of the Board or of
the Committee shall be liable for any act done or omitted to be done by such
member or by any other member in connection with the Plan, except for such member’s
own willful misconduct or as expressly provided by statute.


 


5.            ELIGIBILITY


 


The Committee shall, in
its sole discretion, specify in writing for each Performance Cycle those
officers and employees of the Company or any Affiliate who shall be eligible to
participate in the Plan for such Performance Cycle based upon such Participants’
ability to have a substantial impact on the Company’s longer-term results.  Only employees of the Company and its
Affiliates are eligible to participate in the Plan.  Nothing contained in the Plan shall be construed
as or be evidence of any contract of employment with any Participant for a term
of any length, or as a limitation on the right of the Company to discharge any
Participant with or without cause.


 


6.            PERFORMANCE AWARDS AND PERFORMANCE GOALS


 


Any Performance Award
earned by a Participant shall be credited to a bookkeeping account to be
maintained by the Company for such Participant. 
At the start of each Cycle, the Committee shall establish the value of
each Performance Award opportunity to be allotted for the Cycle.


 


The Committee shall
establish Performance Goals for each Cycle to accomplish such objectives as the
Committee may from time to time determine. Performance Goals may be described
in terms of Company-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 Company or an Affiliate in which the Participant is employed. The
Performance Goals may be made relative to the performance of other corporations
or business units of other corporations provided they are Affiliates of the
Company.  The Performance Goals
applicable at the discretion of the Committee to any award to a Participant
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.

  	
  unit sales
  volume;

  
	
  5.

  	
  return on
  equity, assets, capital or sales;

  
	
  6.

  	
  economic profit;

  
	
  7.

  	
  total
  shareholder return;

  
	
  8.

  	
  costs;

  
	
  9.

  	
  margins;

  
	
  10.

  	
  earnings or
  earnings per share;

  
	
  11.

  	
  cash flow;

  



 

















 


	
  12.

  	
  customer
  satisfaction;

  
	
  13.

  	
  pre-tax profit;

  
	
  14.

  	
  operating
  profit;

  
	
  15.

  	
  earnings before
  interest and taxes;

  
	
  16.

  	
  earnings before
  interest, taxes, depreciation and amortization;

  
	
  17.

  	
  debt/capital
  ratio;

  
	
  18.

  	
  revenues from
  new product development;

  
	
  19.

  	
  percentage of
  revenues derived from designated lines of business; and

  
	
  20.

  	
  any combination
  of the foregoing.

  



 


If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company or an Affiliate, or the
manner in which it conducts its business, or other events or circumstances
render the Performance Goals unsuitable, the Committee may in its discretion
modify such Performance Goals 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 or a portion thereof under Section 162(m) of
the Code that would otherwise have been available and would have been
applicable to exempt all or a portion of the 
Covered Employee’s  compensation
from the Section 162(m) limits for the relevant tax year. In such
case, the Committee shall not make any modification of the Performance Goals or
the pre-established level of achievement applicable to the Covered Employee for
the impacted portion of the Performance Cycle.


 


To recognize a range of Company
performance, Participants may earn from 25% to 200% of the Performance Awards
allocated to them as specified by the Committee, based upon actual Company
performance compared to the specified Performance Goals.  At Threshold, 25% of the Performance Award
will be earned.  No Performance Awards
will be earned for performance below Threshold. 
Target performance will result in a Participant earning 100% of the
Performance Award. Outstanding performance will result in a Participant earning
150% of the allocated Performance Award and Maximum performance will result in
a Participant earning 200% of the allocated Performance Award.


 


7.            DETERMINATION AND PAYMENT OF PERFORMANCE AWARDS


 


(a) The Committee
shall determine the number of Performance Awards that have been earned by each
Participant for the Cycle on the basis of the Company’s performance in relation
to the established Performance Goals during the period of performance that has
been completed and is being measured.


 


(b) Performance
Awards, if any, earned by a Participant shall be determined independently for
each year of a Performance Cycle where the Committee has established
Performance Objectives and related Performance Unit opportunities for each year
within a Performance Cycle. Performance Awards shall be awarded to the
Participant at the end of the year in which they are earned, if an opportunity
is established to earn Performance Awards on other than a full Performance
Cycle basis, or at the end of the Performance Cycle if the 


 

















 


Committee has established
Performance Objectives that are to be determined only at the completion of the
Performance Cycle. A Performance Award earned in any one year of the
Performance Cycle, where such an opportunity has been established by the
Committee, shall not be lost or revoked because Performance Objectives are not
achieved in any other year during such Performance Cycle or because an
additional Performance Objective established for the entire Performance Cycle
is not met.


 


As to Participants that
are not also Covered Employees:


 


(c) Payment in
respect of the Performance Awards which are earned by a Participant shall be
made in one lump sum in cash in the first calendar quarter following the end of
the Performance Cycle for which the Performance Awards were earned or, subject
to Section 10, within 60 days following termination of employment in the
event of a termination within two years following a Change of Control or due to
death or Retirement or following a determination of Total and Permanent
Disability by the Company’s Human Resources Committee. The Company shall have
the right to deduct from the payment any taxes required by law to be withheld
thereon.


 


(d) Termination of employment for any reason other than Change of
Control, death, Retirement or Total and Permanent Disability during a
Performance Cycle will result in a forfeiture of any award attributable to
performance during the Performance Cycle in which termination occurred.  Termination of employment due to death, Retirement  or Total and Permanent Disability shall result in the
payment of a pro rata portion of the Performance Awards allotted to the
Participant that the Participant would have earned if the Participant had
remained employed until the end of each Performance Cycle during which such
termination occurred.  Termination of
employment within two years following a Change of Control will result in the
payment of a pro rata portion of the Performance Awards allotted to the
Participant based upon Target performance. 
Notwithstanding anything herein to the contrary, in the event a
Participant’s employment is involuntarily terminated by the Company or an
Affiliate or the Participant is constructively discharged from his employment
with the Company or an Affiliate within two years following a Potential Change
of Control, such Participant shall be entitled to payment of a pro rata portion
of the Performance Awards allotted to the Participant based upon Target
performance.   For purposes of this Plan,
a constructive discharge shall include, but not be limited to, any of the
following actions taken by the Company or an Affiliate without the Participant’s
written consent following a Potential Change of Control:  (a) the assignment of duties
inconsistent with, or the reduction of the powers, duties, responsibilities,
and prerogatives associated with, the Participant’s position, office, and
status with the Company or an Affiliate; (b) a demotion of the Participant
or any removal of the Participant from or failure to re-elect or reappoint the
Participant to any title or office; (c) a reduction in the Participant’s
base salary or bonus potential or the Company’s or an Affiliate’s failure to
increase the Participant’s base salary (within 12 months of the Participant’s
last increase in base salary); and (d) any other similar actions or
inactions by the Company or an Affiliate.


 


As to Participants that
are also Covered Employees:


 

















 


(e) Payment in
respect of the Performance Awards which are earned by a Participant shall be
made in one lump sum in cash in the first calendar quarter following the end of
the Performance Cycle for which the Performance Awards were earned, subject to Section 8,
or, subject to Section 10, within 60 days following termination of
employment in the event of a termination within two years following a Change of
Control or due to death or following a determination of Total and Permanent
Disability by the Company’s Human Resources Committee. The Company shall have
the right to deduct from the payment any taxes required by law to be withheld
thereon.


 


(f) Termination of employment for any reason other than Change of
Control, death or Total and Permanent Disability during a Performance Cycle
will result in a forfeiture of any award attributable to performance during the
Performance Cycle in which termination occurred.  Termination of employment due to death  or Total and Permanent Disability shall result in the
payment of a pro rata portion of the Performance Awards allotted to the
Participant that the Participant would have earned if the Participant had remained
employed until the end of each Performance Cycle during which such termination
occurred.  Termination of employment
within two years following a Change of Control will result in the payment of a
pro rata portion of the Performance Awards allotted to the Participant based
upon Target performance.


 


8.            TAX TREATMENT OF AWARDS


 


The Company may, but
shall not be required to, seek to qualify this Plan under Code Section 162(m) and
for such purpose, the Company’s Human Resources Committee is delegated the authority
to amend this Plan to add a Maximum Award provision limiting the cash award
payable to any Participant in the plan who is a Covered Employee to the maximum
amount permitted by Section 162(m) or any successor section.   Notwithstanding anything herein to the
contrary, in the event that the Company reasonably anticipates that the payment
of a Performance Award as provided in Section 7 would cause the Company’s
tax deduction with respect to such payment to be disallowed due to the
application of Section 162(m), the payment of all Performance Awards due
to be paid to the Participant during such year shall be delayed and paid to the
Participant during the Participant’s first taxable year in which the Company
reasonably anticipates that the payment during such year will not cause the
Company’s deduction to be disallowed by application of Section 162(m).  The Participant shall have no election with
respect to the timing of the payment under this Section 8.


 


Participants may elect to
defer any Performance Unit payout in accordance with the terms of the Deferred
Compensation Plan.


 


9.            MISCELLANEOUS PROVISIONS


 


(a) Except as
provided in this Plan, no right of any Participant shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, attachment, garnishment, execution, levy, bankruptcy, or
any other disposition of any kind, whether voluntary or involuntary, prior to
actual payment of a Performance Unit award. 
No Participant or any other person shall have any interest in any fund,
or in any specific asset or 


 

















 


assets of the Company, by
reason of a Performance Unit award that has been made but has not been paid or
distributed.


 


(b) The Board may,
at any time, amend this Plan, order the temporary suspension of its
application, or terminate it in its entirety, provided, however, that no such
action  shall adversely affect the rights or
interests of Participants theretofore earned hereunder.


 


(c) The terms of the
Plan shall be governed, construed, administered, and regulated by the laws of
the state of Georgia and applicable federal law.  In the event that any provision of the Plan
shall be determined to be illegal or invalid for any reason, the other
provisions shall continue in full force and effect as if such illegal or
invalid provision had never been included herein.


 


10.          CODE SECTION 409A


 


(a) In
the event that a Participant is or may be liable for Federal income taxes in
the United States, for purposes of this Plan a termination of his or her
employment shall be deemed to occur only upon the Participant’s “separation
from service,” as such term is defined in Code Section 409A (without
giving effect to any elective provisions that may be available under such
definition).


 


(b) Notwithstanding
anything in this Plan to the contrary, in the event that a Participant is or
may be liable for Federal income taxes in the United States and if any amount
or benefit specified herein as “subject to Section 10” would be payable or
distributable under this Agreement by reason of the Participant’s separation
from service at a time at which he is a Specified Employee (as defined below),
then, subject to any permissible acceleration of payment by Employer under
Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order),
(j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of
employment taxes), the Participant’s right to receive payment or distribution
of such non-exempt deferred compensation will be delayed until the earlier of
the Participant’s death or the first day of the seventh month following the
Participant’s separation from service.


 


(c) For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Code Section 409A and the final regulations thereunder (“Final
409A Regulations”), in accordance with rules adopted by the Board of
Directors or a committee thereof, which shall be applied consistently with
respect to all nonqualified deferred compensation arrangements of Employer,
including this Agreement, as to the determination of Specified Employees.