EXHIBIT 10.4
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
OUTSIDE DIRECTORS STOCK PLAN
(Amended and Restated as of April 24, 2003)
1. Stock Grant. Subject to the approval of the adoption on by the Board of
Directors ("Board") of Schweitzer-Mauduit International, Inc. ("Company") of the
Schweitzer-Mauduit International, Inc. Outside Directors Stock Plan ("Plan") by
the sole shareholder of the Company, any member of the Board who is not
otherwise actively employed by the Company or any of its subsidiaries or
affiliates ("Outside Director") shall receive his or her annual retainer fees in
shares of unrestricted common stock of the Company, with any fractional share to
be paid in cash.
2. Administration. This Plan shall be administered by the Board or a
Committee thereof, as appointed from time to time ("Administrator"). The
Administrator shall have discretion to interpret the Plan, including any
ambiguities contained herein, and, subject to its provisions, to make all
determinations necessary or desirable for the Plan's administration. Any action
taken by the Administrator in the interpretation and administration of the Plan
shall be final and binding in all matters relating to the Plan. The
Administrator may authorize any director, officer, or employee of the Company to
assist the Administrator in the administration of the Plan and to execute
documents on behalf of the Administrator. The Administrator may also delegate to
such director, officer, or employee such other ministerial or administrative
duties as deemed appropriate by the Administrator. No member of the Board or of
the Committee serving as Administrator 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.
3. Source of Shares. Shares delivered by the Company to an Outside
Director in accordance with this Plan will be unrestricted shares of common
stock of the Company, which may be either authorized and unissued shares or
shares that were once issued and subsequently reacquired by the Company;
provided, however, that such shares have been registered with the Securities and
Exchange Commission; and provided further, that the total number of shares
issued under this Plan shall not exceed 130,000 absent Board approval.
The Company is under no obligation to establish a fund or reserve in
order to distribute shares under the Plan. The Company has not segregated or
earmarked any shares or any of the Company's assets for the benefit of an
Outside Director, and the Plan does not, and shall not be construed to, require
the Company to do so. The Outside Director shall have only an unsecured,
contractual right against the Company for the grant hereunder, and such right
shall not be deemed superior to the right of any other creditor.
4. Amount of Compensation to be Paid in Stock. The Outside Director shall
receive payment of his or her annual retainer fees solely in shares of
unrestricted common stock with any fractional share to be paid in cash.
5. Number of Shares and Date of Payment. (a) Any shares due to an Outside
Director under this Plan for a calendar year shall be payable on a quarterly
basis on January 1, April 1, July 1, and October 1. The number of shares to be
distributed to an Outside Director shall be determined by first dividing the
director's annual retainer fees by four (4) and then dividing such
quarterly quotient by the market value of the common stock of the Company as
determined under subparagraph (b) below, with subsequent distributions base on
such quarterly quotient divided by the market value of the common stock of the
Company as determined under subparagraph (b) below. In no event shall the
payment to an Outside Director under this Plan exceed the annual retainer fee or
portion thereof actually payable to such Outside Director, and the
Administrator, as necessary, shall make such pro rata adjustments to the number
of shares payable to an Outside Director hereunder to reflect any reduction in
his or her annual retainer fee or portion thereof actually payable to the
Outside Director.
(b) For purposes of this Plan, the term "market value" shall have
the following meaning:
(1) with respect to common stock of the Company that is issued
by the Company, the average of the high and low prices of the
common stock of the Company, as published in the Wall Street
Journal in its report of New York Stock Exchange composite
transactions, on the date one day prior to the date of
distribution as set forth in (a) above (or the average of the
high and low sale prices on the trading day immediately
preceding such determination date if the common stock of the
Company is not traded on the date one day prior to the date of
distribution).
(2) with respect to common stock of the Company that is
purchased on the open market for distribution hereunder, the
actual purchase price paid for such common stock on the date
of purchase.
6. Nontransferability of Rights. During an Outside Director's lifetime,
any payment under the Plan shall be made only to the Outside Director or his or
her estate. No amount under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt under the Plan to do so shall be void. No amount under
the Plan shall be subject to the debts, contracts, liabilities, engagements, or
torts of an Outside Director or his or her estate entitled thereto.
7. Rights of Outside Director. Nothing contained in the Plan or with
respect to any grant under the Plan shall interfere with or limit in any way the
right of shareholders of the Company to remove any Outside Director from the
Board, nor confer upon any Outside Director any right to continue on the Board
as an Outside Director.
An Outside Director receiving a grant under the Plan shall become the holder of
record of the shares awarded under the Plan and shall have all of the incidents
of ownership of such shares, including but not limited to the right to vote such
shares and receive cash or other dividends payable with respect to such shares,
upon distribution of such shares to the Outside Director.
8. Taxes. The Outside Director or his or her estate shall be liable for
all taxes on shares issued under the Plan. The Company may make appropriate
arrangements to collect from Outside Directors or withhold shares from
distribution hereunder in amounts necessary to satisfy any withholding
obligation with respect to the issuance of shares under the Plan.
9. Amendment or Termination. The Plan may be wholly or partially amended
or otherwise modified, suspended or terminated by the Board of Directors or by a
committee thereof with the
approval of the Board of Directors; provided, however, that, without the
approval of the shareholders of the Company entitled to vote thereon, no
amendment may be made which would, absent such shareholder approval, disqualify
the Plan for coverage under Rule 16b-3, as promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, as
that rule may be amended from time to time; and provided further that the Plan
may not be amended more than once every six (6) months unless such amendment is
made in order to comply with changes to either the Internal Revenue Code of
1986, as amended, or the Employee Retirement Income Security Act of 1974, as
amended, and the rules thereunder. Notwithstanding the foregoing, no such
amendment or termination shall impair any rights to payments to which a director
may be entitled prior to the effective date of such amendment or termination.
10. Governing Law. The terms of the Plan shall be governed, construed,
administered, and regulated by the laws of the state of Georgia and applicable
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 provision had never been included herein.
11. Effective Date. Subject to the approval of the adoption by the Board of
this Plan by the sole shareholder of the Company, the Plan shall be effective
January 1, 1996.