Exhibit 10.10


 


SUPPLEMENTAL BENEFIT PLAN TO THE

SCHWEITZER-MAUDUIT INTERNATIONAL, INC. RETIREMENT PLAN


 


Effective as of December 1, 1995


Amended and Restated as of November 21,
2003


Further Amended and Restated as of December 4,
2008


 


1.                                       Use of Defined Terms. Capitalized
terms used herein have the respective meanings ascribed to such terms as set
forth in Section 5 below.


 


2.                                       Purpose. The Supplemental Benefit Plan is for
the purpose of providing Participants and their Survivors with such benefits,
in addition to the Retirement Plan, as are necessary to fulfill the intent of
the Retirement Plan without regard to Section 415 and Section 401(a)(17)
of the Code. It is intended that the Supplemental Benefit Plan constitute an
unfunded plan of deferred compensation for a select group of management or
highly compensated employees, within the meaning of Title I of ERISA.


 


3.                                       Benefit. The Benefit of a Participant or a
Survivor under the Supplemental Benefit Plan shall be the difference between:


 


(a)                        the monthly amount payable
under the Retirement Plan, which monthly amount shall be calculated (i) without
regard to Article XI of the Retirement Plan,(ii) without regard to
amounts stated in Appendix D to Schedule 1 of the Retirement Plan and (iii) using
the term Earnings defined as set forth in Section 5(e) of the
Supplemental Benefit Plan below; less


 


(b)                       the monthly amount payable under
the Retirement Plan (“accrued benefit”).


 


(c)                        the accrued benefit (sum of (a) minus
(b)) shall be converted to a lump sum effective December 31, 2008 based on
the following factors:


 


(i)                            RP 2000 white collar mortality
table  projected 10 years


(ii)                         discount
rate of 5.6% which generates a lump sum payout equal to the current accrued
liability as of December 31, 2008


 


4.                                       Amendment
and Termination. The Company, by action of its Board of Directors, may
amend the Supplemental Benefit Plan in any respect, or terminate the
Supplemental Benefit Plan at any time; provided, however, that no such
amendment or termination shall be effective to the extent it adversely impacts
the Benefit of any Participant or Survivor accrued as of the effective date of
such amendment or termination.


 


5.                                       Definitions.
The following capitalized terms shall have the respective meanings set forth
below:


 


(a)                        “Benefit”
shall mean a benefit payable pursuant to, and determined in accordance with the
provisions of the Supplemental Benefit Plan.


 

















 


(b)                       “Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(c)                        “Company” shall mean Schweitzer-Mauduit International, Inc.


 


(d)                       “Committee” shall mean the Committee named under the Retirement Plan.


 


(e)                        “Earnings” shall be determined in accordance with the provisions of Article X
of the Retirement Plan without regard to any limitation under Section 401(a)(17)
of the Code.


 


(f)                          “Employer” shall mean the Company or any participating employer shown in
Appendix A to the Retirement Plan.


 


(g)                       “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended.


 


(h)                       “Participant”
shall mean a participant in the Retirement Plan who (i) is a member of a “select
group of management or highly compensated employees” of the Company, within the
meaning of Title I of ERISA, and (ii) has earnings in excess of the limit
provided under Section 401(a)(17) of the Code for any calendar year in
which the Participant participates in Schedule 1 of  the Retirement Plan, except that no
individual shall be a participant herein to the extent that such participation
in this Supplemental Benefit Plan would prevent this Supplemental Benefit Plan
from being maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees,
or is precluded by an agreement between the Company and such individual.


 


(i)                            “Retirement Plan” shall mean the Schweitzer-Mauduit International, Inc.
Retirement Plan, or any successor defined benefit pension plan.


 


(j)                            “Supplemental Benefit Plan” shall mean this Supplemental Benefit Plan to the
Schweitzer-Mauduit International, Inc. Retirement Plan.


 


(k)                         “Survivor” or “Beneficiary” shall refer to the beneficiary designated by the
Participant.


 


6.                                         Miscellaneous


 


(a)                         The Company is the Plan Sponsor of this Supplemental Benefit Plan, within
the meaning of ERISA.


 


(b)                        The Committee shall administer the Supplemental Benefit Plan and shall have
all such powers and duties in its discretion as may be necessary to discharge
its duties, including, but not limited to, the power to construe and interpret
the Supplemental Benefit Plan, determine all questions of


 

















 


eligibility, and compute the amount and determine the method of payment of
any Benefits hereunder.


 


(c)                        Notwithstanding anything herein to the contrary, in connection with the
amendment and restatement of this Plan, and as permitted under Section 409A
of the Internal Revenue Code of 1986, as amended, each Participant shall be
given the opportunity to submit an election (the “Special Distribution Election”)
prior to December 31, 2008, to receive a special distribution of the
amounts payable to the Participant under the Supplemental Benefit Plan, as
determined under Section 3 (the “Distribution Amount”).  In the event the Participant timely submits a
Special Distribution Election, the Participant’s Distribution Amount shall be
paid to him or her in a lump sum on July 1, 2009 or in three equal annual
installments commencing July 1, 2009 and on each anniversary thereof, as
the Participant shall have elected.  If
the Participant fails timely to submit a Special Distribution Election, the
Participant’s Distribution Amount shall be paid to him or her in lump sum on July 1,
2009.  Accordingly, following this
amendment and restatement, the amounts paid under the Supplemental Benefit Plan
shall no longer be paid at the same times or pursuant to the same elections
made by the Participant, as they would have been paid under the Retirement
Plan, were it not for the limitation on benefits under Code Sections 415 and
401(a)(17).


 


(d)                       An
application or claim for a benefit under the Retirement Plan shall constitute a
claim for a Benefit under the Supplemental Benefit Plan. In the event a claim
for a Benefit under the Supplemental Benefit Plan is denied, a Participant or
Survivor shall be entitled to request a review of such denied claim in
accordance with the provisions of Section 6.8 of the Retirement Plan.


 


(e)                        The Supplemental Benefit Plan shall
not be a funded plan, and the Company shall be under no obligation to set aside
any funds for the purpose of making payments under this Plan. Any payments
hereunder shall be made out of the general assets of the Company.


 


(f)                          Subject to the provisions of Section 4,
the Supplemental Benefit Plan shall automatically terminate when the Retirement
Plan terminates.


 


(g)                       There shall
be deducted from the payment of any Benefits due a Participant or a Survivor
under the Supplemental Benefit Plan the amount of any tax required by any
governmental authority to be withheld and paid over by the Company or other
person or entity paying Benefits under this Supplemental Benefit Plan to such
governmental authority for the account of the Participant or Survivor entitled
to such payment.


 

















 


(h)                       Neither the Participant, his Survivor, nor his legal representative shall
have any rights to sell, assign, transfer, or otherwise convey the right to
receive the payment of any portion or all of the Benefits payable hereunder.
Any attempt to assign or transfer the right to Benefit payments under this
Supplemental Benefit Plan shall be null and void and of no effect.


 


(i)                           Participation hereunder shall not be construed as creating any contract of
employment between the Company and a Participant, nor shall it limit the right
of the Company to suspend, terminate, alter, modify, whether or not for cause,
the employment relationship between the Company and a Participant.


 


(j)                           This Supplemental Benefit Plan shall
be construed in accordance with the laws of the State of Georgia, to the extent
such laws are not otherwise superseded by the laws and the United States.


 


IN WITNESS WHEREOF, the Corporation has adopted this SUPPLEMENTAL BENEFIT
PLAN TO THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC. RETIREMENT PLAN as amended
and restated herein.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Wayne H. Deitrich

  
	
   

  	
  Chairman of the Board and Chief Executive officer