Exhibit 10.22


 


SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.


RESTRICTED
STOCK AGREEMENT


 


You have been selected to
be a recipient of a grant under the Schweitzer-Mauduit International, Inc.
Restricted Stock Plan (the “Plan”), as specified below:


 


GRANTEE:


DATE OF GRANT:


NUMBER OF RESTRICTED
SHARES GRANTED:


DATE(S) OF LAPSE OF
RESTRICTIONS:


 


THIS AGREEMENT, effective
as of the Date of Grant set forth above, is between Schweitzer-Mauduit
International, Inc., a Delaware corporation (the “Company”) and the
Grantee named above, and is entered into pursuant to the provisions of the
Plan.  The parties hereto agree as
follows:


 


1.             Employment by the
Company.  The Restricted Stock
granted hereunder is awarded on the condition that Grantee remain in the employ
of the Company from the Date of Grant through (and including) the Date of Lapse
of Restrictions, as specified above (this time period is referred to herein as
the “Restriction Period”).


 


However, neither such
condition nor the award of the Restricted Stock shall impose upon the Company
any obligation to retain Grantee in its employ for any given period or upon any
specific terms of employment.


 


2.             Certified Legend.  Each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:


 


“The sale or other
transfer of the shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in Schweitzer-Mauduit International, Inc.’s
Restricted Stock Plan (“Plan”), any rules of administration adopted
pursuant to such Plan, and a Restricted Stock Agreement dated January 1,
2009.  A copy of the Plan, such rules,
and such Restricted Stock Agreement may be obtained from the Secretary of Schweitzer-Mauduit
International, Inc.”


 


3.             Removal of
Restrictions.  Except as otherwise
provided herein and in the Plan, awards granted under this Agreement shall
become freely transferable by Grantee after the last day of the Restriction
Period.  Once the awards are released
from the restrictions, Grantee shall be entitled to have the legend required by
Section 2 of this Agreement removed from his or her stock certificate.


 


4.             Voting Rights and
Dividends.  During the Restriction
Period, Grantee may exercise full voting rights and is entitled to receive all
dividends and other distributions paid with respect to the shares of Restricted
Stock while they are held.  If any such
dividends or 


 


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distributions are paid in
shares of common stock of the Company, the shares shall be subject to the same
restrictions on transferability as are the shares of Restricted Stock with
respect to which they were paid.


 


5.             Termination of
Employment Due to Death.  In the
event the employment of Grantee is terminated by reason of death during the
Restriction Period, the restrictions applicable to a specified number of the
shares of Restricted Stock held by Grantee at the time of termination shall
lapse as of the date Grantee’s employment terminated, as set forth in this Section 5.  The number of shares of Restricted Stock with
respect to which restrictions will lapse upon Grantee’s death shall be
calculated as follows:


 


(a)          The number of shares of
Restricted Stock with respect to which restrictions shall lapse following the
death of Grantee shall be determined based upon the assumption that Grantee’s
employment continued throughout the entire Restriction Period, and that the
Grantee would have been entitled to have the restrictions removed on 100% of
his or her shares of Restricted Stock; and


 


(b)         The actual number of
shares of Restricted Stock with respect to which restrictions shall lapse
following the death of Grantee shall be calculated by multiplying the number of
shares determined in accordance with Subparagraph (a) above, by a
fraction, the numerator of which is the number of full months of employment of
Grantee during the applicable Restriction Period, and the denominator of which
is the total number of full months comprising the Restriction Period.


 


6.             Termination of
Employment Due to Total and Permanent Disability.  In the event Grantee’s active employment by
the Company is terminated by reason of Total and Permanent Disability, as such
term is defined in the Plan, during the Restriction Period, Grantee shall be
entitled to a prorated award of shares on the Date of Lapse of Restrictions,
based on the number of full months of employment of Grantee during the
Restriction Period, in relation to the total number of full months in the Restriction
Period.  The restrictions on such shares
of Restricted Stock shall lapse at the same time they otherwise would have, had
the employment termination not occurred.


 


If, after the termination
of Grantee’s employment due to Total and Permanent Disability, but prior to the
Date of Lapse of Restrictions as set forth on the first page of this
Agreement, Grantee dies, then the number of shares of Restricted Stock with
respect to which restrictions shall lapse and the timing of such lapse shall be
determined according to Section 5 herein, applied by treating Grantee as
if he or she had remained employed by the Company until the date of his or her
death.


 


7.             Termination of
Employment for Other Reasons.  In the
event that Grantee terminates employment with the Company for any reason other
than those reasons set forth in Sections 5 and 6 herein, all shares of
Restricted Stock held by the Grantee at the time of employment termination
shall be forfeited by Grantee to the Company; provided, however, that in the event
of an involuntary termination of the employment of Grantee by the Company, the
Compensation  Committee, in its sole
discretion, may waive the automatic forfeiture provisions and pay out on a pro
rata basis.


 


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8.             Change in Control.  In the event of a Change in Control, (as
defined in the Plan), all restrictions on the transferability of outstanding
awards of Restricted Stock held by Grantee under the Plan shall immediately
lapse, and thereafter such shares shall be freely transferable by Grantee,
subject to applicable Federal and state securities laws.


 


9.             Transferability.  Shares of Restricted Stock granted under this
Agreement are not transferable by Grantee, whether voluntarily or
involuntarily, by operation of law or otherwise, during the Restriction Period,
except as provided in the Plan.  If any
assignment, pledge, transfer, or other disposition, voluntary or involuntary,
of Restricted Stock shall be made, or if any attachment, execution, garnishment,
or lien shall be issued against or placed upon the Restricted Stock, then
Grantee’s right to the Restricted Stock shall immediately cease and terminate,
and Grantee shall promptly surrender to the Company all certificates evidencing
Restricted Stock awarded under this Agreement.


 


10.           Recapitalization.  In the event that there is any change in the
common stock of the Company through the declaration of stock dividends or
through recapitalization resulting in stock split-ups or through merger,
consolidation, or exchange of shares, or otherwise, the number of shares of
Restricted Stock subject to this Agreement shall be equitably adjusted by the
Compensation Committee to prevent dilution or enlargement of rights in
accordance with the Plan.


 


11.           Administration.  This Agreement and the rights of Grantee
hereunder are subject to all the terms and conditions of the Plan, as the same
may be amended from time to time, as well as to such rules and regulations
as the Compensation Committee, as such term is defined in the Plan, may adopt
for administration of the Plan.  It is
expressly understood that the Compensation Committee is authorized to
administer, construe, and make all determinations necessary or appropriate to
the administration of the Plan and this Agreement, all of which shall be
binding upon Grantee.  Any inconsistency
between this Agreement and the Plan shall be resolved in favor of the Plan.


 


12.           Miscellaneous.


 


(a)          This Agreement shall not
confer upon Grantee any right to continuation of employment by the Company, nor
shall this Agreement interfere in any way with the Company’s right to terminate
his or her employment at any time.


 


(b)         Subject to the terms of
the Plan, the Compensation Committee may terminate, amend, or modify the Plan
or this Agreement; provided, however, that no such termination, amendment, or
modification of the Plan or this Agreement may in any way adversely affect
Grantee’s rights under this Agreement without Grantee’s consent.


 


(c)          The Company shall have
the authority to deduct or withhold, or require Grantee to remit to the
Company, an amount sufficient to satisfy Federal, state, and local taxes
(including Grantee’s FICA obligation) required by law to be withheld with
respect to any provision of this agreement.


 


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(d)         This Agreement shall be
subject to all applicable laws, rules, and regulations and to such approvals by
any governmental agencies or national securities exchanges as may be required.


 


(e)          To the extent not
preempted by Federal law, this Agreement shall be governed by, and construed in
accordance with the laws of the State of Georgia.


 


IN WITNESS THEREOF, the
parties have caused the Agreement to be executed as of the Date of Grant.


 


 


	
   

  	
  SCHWEITZER-MAUDUIT
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Frederic
  Villoutreix, Chairman and CEO

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  John W.
  Rumely, Jr., Secty. & General Counsel

  	
   

  



 


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