Exhibit 10.16
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN NO. 2
EFFECTIVE AS OF JANUARY 1, 2005
AMENDED AND RESTATED AS OF DECEMBER 4, 2008
PLAN HISTORY
The Plan was established to provide a mechanism under which qualified
participants could elect to defer a limited portion of their annual base salary
and incentive compensation in a manner intended to comply with the requirements
of Internal Revenue Code Section 409 A.
The Plan was first amended and restated effective as of December 31, 2008 in
order to comply with the final regulations issued by the United States Treasury
Department in 2008 implementing the requirements of Internal Revenue Code
Section 409A and requiring full compliance by year-end 2008.
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."
THE PLAN IS HEREIN AMENDED
AND RESTATED, EFFECTIVE AS OF JANUARY 1, 2005; PROVIDED, HOWEVER, THAT CERTAIN
PROVISIONS HEREIN HAVE A LATER EFFECTIVE DATE, AS SPECIFICALLY PROVIDED IN THOSE
PROVISIONS.
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