1
EXHIBIT 10.11
SUPPLEMENTAL BENEFIT PLAN
AMENDED AND RESTATED AS OF FEBRUARY 25, 1999
SUPPLEMENTAL BENEFIT PLAN
TO THE
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RETIREMENT PLAN
Effective as of December 1, 1995
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 and (ii) 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.
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.
2
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 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.
2
3
(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" shall refer to any of a Designated Beneficiary,
surviving spouse or Surviving Minor Children of a Participant,
within the meaning of the Retirement Plan.
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) Amounts paid under the Supplemental Benefit Plan shall be paid to
such person on the same terms and conditions, at the same times,
and 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.
3
4
(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 of the United States.
4
5
IN WITNESS WHEREOF, the Corporation has adopted this SUPPLEMENTAL BENEFIT PLAN
TO THE SCHWEITZER-MAUDUIT INTERNATIONAL, INC. RETIREMENT PLAN as of
_____________, 1995.
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
By: __________________________________
Wayne H. Deitrich
Chairman of the Board
and Chief Executive Officer
5