Exhibit 10.16
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN NO. 2
EFFECTIVE AS OF JANUARY 1, 2005
ARTICLE I
ESTABLISHMENT OF PLAN
1.1
PURPOSE.
THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC. DEFERRED
COMPENSATION PLAN NO. 2 IS INTENDED TO ENHANCE THE CORPORATION'S ABILITY TO
ATTRACT TO AND RETAIN FOR THE CORPORATION OUTSTANDING EXECUTIVE TALENT BY
PROVIDING A DEFERRED COMPENSATION BENEFIT TO SELECTED EXECUTIVES OF THE
CORPORATION AS MORE FULLY PROVIDED HEREIN.
THE BENEFITS PROVIDED UNDER THE PLAN
ARE IN ADDITION TO OTHER EMPLOYEE BENEFIT PLANS AND PROGRAMS OFFERED BY THE
CORPORATION, INCLUDING BUT NOT LIMITED TO TAX-QUALIFIED EMPLOYEE BENEFIT PLANS.
1.2
EFFECTIVE DATE AND TERM.
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
ADOPTS THIS UNFUNDED DEFERRED COMPENSATION PLAN EFFECTIVE AS OF JANUARY 1, 2005
TO BE KNOWN AS THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC. DEFERRED COMPENSATION
PLAN NO. 2, HEREINAFTER REFERRED TO AS THE "PLAN."
1.3
APPLICABILITY OF ERISA.
THIS PLAN IS AN UNFUNDED PLAN MAINTAINED
PRIMARILY FOR THE PURPOSE OF PROVIDING DEFERRED COMPENSATION TO A SELECT GROUP
OF MANAGEMENT AND OTHER HIGHLY COMPENSATED EMPLOYEES WITHIN THE MEANING OF
ERISA. IT IS THE INTENT OF THE CORPORATION THAT THE PLAN BE EXEMPT FROM PARTS 2,
3 AND 4 OF SUBTITLE B OF TITLE I OF ERISA AS AN UNFUNDED PLAN THAT IS MAINTAINED
BY AN EMPLOYER PRIMARILY FOR THE PURPOSE OF PROVIDING DEFERRED COMPENSATION FOR
A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES (THE "ERISA
EXEMPTION").
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY OTHER PROVISION OF
THE PLAN, THE PLAN ADMINISTRATOR MAY, IN ITS SOLE DISCRETION, EXCLUDE ANY ONE OR
MORE EMPLOYEES FROM ELIGIBILITY TO PARTICIPATE OR FROM PARTICIPATION IN THE
PLAN, AND MAY TAKE ANY FURTHER ACTION THE PLAN ADMINISTRATOR CONSIDERS NECESSARY
OR APPROPRIATE IF THE PLAN ADMINISTRATOR REASONABLY DETERMINES IN GOOD FAITH
THAT SUCH EXCLUSION OR FURTHER ACTION IS NECESSARY IN ORDER FOR THE PLAN TO
QUALIFY FOR, OR TO CONTINUE TO QUALIFY FOR, THE ERISA EXEMPTION.
ARTICLE II
DEFINITIONS
As used within this document, the following words and phrases have the meanings
described in this Article II unless a different meaning is required by the
context.
Some of the words and phrases used in the Plan are not defined in this
Article II, but for convenience, are defined as they are introduced into the
text.
Words in the masculine gender shall be deemed to include the feminine
gender.
Any headings used are included for ease of reference only, and are not
to be construed so as to alter any of the terms of the Plan.
2.1
AIP AWARDS.
THE CASH AWARDS, IF ANY, THAT MAY BE EARNED BY
PARTICIPANTS IN THE CORPORATION'S ANNUAL INCENTIVE PLAN.
2.2
ANNUAL DEFERRAL.
THE AMOUNT OF BASE SALARY, AIP AWARDS AND/OR
LTIP AWARDS WHICH THE PARTICIPANT ELECTS TO DEFER IN EACH DEFERRAL PERIOD
PURSUANT TO ARTICLE 4.1 OF THE PLAN DOCUMENT.
2.3
BASE SALARY.
A PARTICIPANT'S BASE ANNUAL SALARY FOR THE
APPLICABLE PLAN YEAR.
2.4
BENEFICIARY.
AN INDIVIDUAL OR ENTITY DESIGNATED BY A PARTICIPANT
IN ACCORDANCE WITH SECTION 14.6.
2.5
BOARD OR BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS OF