Delaware
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62-1612879
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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100 North Point Center East,
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Suite 600
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Alpharetta,
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Georgia
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30022
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.10 par value
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SWM
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New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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10.1
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Mutual Agreement for the Termination of Employment, dated October 17, 2019, between Schweitzer-Mauduit International, Inc. and Michel Fievez
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10.2
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Consulting Agreement, dated October 17, 2019, between Schweitzer-Mauduit International, Inc. and Michel Fievez
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10.3
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Employment Agreement, dated October 18, 2019, between Schweitzer-Mauduit International, Inc. and Omar Hoek
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99.1
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Press Release, dated October 18, 2019, of Schweitzer-Mauduit International, Inc.
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By:
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/s/ Ricardo Nunez
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Ricardo Nunez
Executive Vice President and
General Counsel
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10.1
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10.2
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10.3
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99.1
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A.
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The Employee has been employed by the Company as Executive Vice President, Paper and RTL under an indefinite duration employment contract dated 1 October 2015 (the “Employment Agreement”).
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B.
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The Company and the Employee wish to terminate the Employment Agreement by mutual consent, as contemplated by Art. L-124-13 of the Labor Code (Code du Travail) of Luxembourg.
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C.
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The Company is part of a group of company’s owned or controlled by Schweitzer-Mauduit International, Inc. (the “SWM Group”).
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1.
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Termination of Employment
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a.
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The Employment Agreement and the employment relationship created thereunder shall terminate on 31 December 2019 (the “Termination Date”).
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b.
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To the extent that the Letter of Agreement with Employee Regarding SWM Transition Incentive Compensation should be deemed to be supplement or any other part to the Employment Agreement or the employment relationship, then the Parties agree that the arrangements contained in such Letter are annulled and shall have no force or effect as of the date of signature of this Agreement.
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c.
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In the event that the annual indexation of salaries in Luxembourg should take place after the Effective Date of this Agreement but before the Termination Date, then the Employee’s salary shall be adjusted to be equal to the salary in effect immediately prior to such indexation, plus the amount of such indexation, less an “adjustment amount.” The “adjustment amount” shall be the less of (i) amount of the annual indexation and (ii) the amount by which the Employee’s salary was increased effective March 2019.
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d.
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Employee will resign from any position as an officer or member of the board of directors of any company that is part of the SWM Group and the China-based joint ventured, shares of which are owned by a member of the SWM Group. Employee will agree to provide his signature after the Termination Date on documents related to his tenure as such an officer or director, under reasonable circumstances and conditions.
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e.
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The Company’s agreements herein are conditioned upon the Employee agreeing to provide consulting services to the Company under a separate, mutually agreeable consulting agreement to be executed simultaneously herewith (the “Consulting Agreement”).
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f.
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The Employee’s agreements herein are conditioned upon the Employee receiving from Schweitzer-Mauduit International, Inc. a satisfactory letter of assurance in respect of his awards under the Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan and its Annual Incentive Plan.
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2.
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Until the Termination Date, Employee shall:
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a.
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do his best efforts and full assistance as may be required by the Company for a smooth and full transfer of all projects, assignments, duties and responsibilities of Employee to the person appointed to replace him; and
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b.
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continue the good faith performance of his duties in accordance with his past practice;
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3.
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The Employee undertakes to strictly follow the confidentiality provisions the Employment Agreement and, inter alia, not to reveal any of the facts, information, sources and contents of documents or otherwise of which he has/will have knowledge by reasons of his working for the Company concerning, among others, the Company itself, its affiliates, its employees, shareholders or clients. The Employee undertakes to keep secret any formulas, proceedings or methods that are used or developed by the Company or its affiliates. The Employee declares to comply at all times with the provisions of professional secrecy.
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4.
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The Employee further undertakes to observe a total discretion on non-public information in relation to his work both concerning the business and the private facts relating to clients, managers or other employees of the Company. Any breach, even minimal, of these obligations may constitute a serious offence, which may trigger a claim that may be exercised on the basis of civil, and/or criminal law. In the same way the Company will observe total discretion about all it knows about the employee and will not express negatively about the Employee or their relationship.
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5.
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The Employee shall return to the Company no later than on later of the Termination Date (unless the other term is specifically agreed by the parties in writing) all documents, whether confidential or not, all other belongings of the Company or its affiliates of whatever kind and nature that the Employee was granted or may still have in his possession because of his employment with the Company within the duration of the employment (i.e., laptop, SIM cards, credit cards, mobile phones, electronic office pass, etc.) in normal, undamaged and workable condition. In case the Employee fails to return the same the Company shall send him a formal notice by registered letter and in case the Employee will not remedy, the Company shall be entitled to deduct the amounts owed by the Employee in full from the compensations payable hereunder.
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6.
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Except for its submission to the Luxembourg Income Tax Administration or its enforcement before a court of competent jurisdiction in case one of the contracting parties does not comply with its provisions, this settlement agreement is and shall remain strictly confidential.
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7.
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The parties acknowledge that they have made reciprocal concessions in the meaning of article 2044 of the Luxembourg civil code. Both parties declare having understood the meaning and the sense of the present agreement and declare that their consent has not been subject to any constraint. Each party will execute the present agreement in good faith.
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8.
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The Company will pay to the employee any holiday that would have been untaken at the time of termination.
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9.
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This agreement is governed by Luxembourg law and in case of litigation the courts of Luxembourg will be competent with exclusive jurisdiction.
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10.
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This agreement (3 pages and 10 points) is made in two originals, each party acknowledges having received one duly signed original.
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A.
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Consultant is a former employee of the Company having know-how, knowledge and skills in the field of production, marketing and sales of various types of cigarette paper, botanical-based papers, and reconstituted tobacco, as well as the cigarette industry generally (the "Field"); and
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B.
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Company is engaged in the business of manufacturing and sale of paper and reconstituted tobacco (the “Industry”), and
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C.
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Company requires certain consulting services using the type of know-how, knowledge and skills described in Recital A;
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1.
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CONSULTING SERVICES
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a.
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Services
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(a)
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Consultant shall provide Company with consulting and advice, either in person, by telephone or in writing, as needed (the “Services”) and such other work as Company may reasonably request in writing through its representatives for the period and upon the terms and conditions hereinafter provided.
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(b)
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For each consulting task, Consultant shall deliver advice orally or in writing, as appropriate.
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(c)
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Payments for Services hereunder to Consultant shall be due and owing whether any Services are requested and, in the event Company requests significant consulting services of Consultant, the Company and Consultant shall agree on additional compensation.
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b.
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Payment for Services; Expenses
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(a)
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In consideration of the Services performed by Consultant, Company shall pay Consultant lump-sum gross amount € 10,950 (ten thousand nine hundred fifty euros) per month (excluding travel time to and from principal place of residence, VAT excluded).
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(b)
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Company will reimburse Consultant for any reasonable travel and related expense incurred in connection with the Services, provided that such expenses are supported with appropriate documentation. Such travel costs shall comply with the Company rules and limits of authorization for professional travels (details shall be sent to the Consultant upon request).
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(c)
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Company will provide supplemental health insurance while the Agreement remains in effect with SWM either (i) contributing to Consultant’s current supplemental Luxembourg health insurance premiums the same dollar amount that Company contributed to Consultant when he was an employee of the Company or (ii) paying a sum that, after deduction of all taxes and social charges, will correspond
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(d)
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Within 30 days after any month, Consultant shall submit an invoice and proof of reasonable expenses if any to Company relevant entity. Payments will be made promptly (and in any event no more than 30 days) after receipt of the invoice.
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2.
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TERM AND TERMINATION
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a.
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This Agreement shall commence on the date set forth above (the “Effective Date”) and shall terminate on March 31, 2022 (the “Term”). It can be extended if deemed necessary by an amendment to this contract, executed by the parties.
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b.
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Notwithstanding the expected term hereof:
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(a)
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Consultant may terminate this Agreement without penalty:
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i.
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for convenience by at least ninety (90) days ’ prior written notice and
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ii.
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for material breach of this Agreement on the part of the Company by at least thirty (30) days’ prior written notice. In such case, the Company shall pay to the Consultant within fifteen (15) days damages equal to the total of remaining Payment for services until the Term according to Article 1.2 a) of the present agreement.
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(b)
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The Company may terminate this Agreement without penalty by giving the Consultant at least thirty (30) days’ prior written notice, but only for material breach of this Agreement on the part of the Consultant.
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3.
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EXCLUSIVITY
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4.
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INTELLECTUAL PROPERTY RIGHTS
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a.
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In consideration of the compensation set forth herein, Consultant and Consultant’s employees, if any, agree to grant, license, release and assign to Company all right, title and interest in all copyrights arising out of the Services provided pursuant to this Agreement. All works of authorship created by Consultant while providing the Services shall be “works made for hire.” Upon request, Consultant shall provide Company with whatever documents, information or materials in Consultant’s possession or reasonably available to Consultant to enable Company to protect its intellectual property rights in any materials produced pursuant to this Agreement.
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b.
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In consideration of the compensation set forth herein, Consultant and Consultant’s employees, if any, agree to promptly disclose and assign to Company any and all ideas and inventions, patentable or unpatentable, of or relating to anything done in connection with this Agreement or made or conceived which may result from or be suggested by the Services performed. All such ideas and inventions shall be and become the exclusive property of Company, whether or not patent applications are filed thereon, and Consultant shall at any time and from time to time, upon request, at the expense of Company, make application through representatives of Company or its nominees for Patents. Consultant shall promptly provide all reasonable assistance and shall furnish, execute and deliver any and all documents necessary to do any and all acts in securing for Company or Company’s benefit patents in any and all countries. Termination of this Agreement shall not release Consultant from Consultant’s obligations hereunder as to any inventions which, by this Agreement, Consultant has agreed to assign.
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5.
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CONFIDENTIALITY
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a.
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For purposes of this Agreement, Confidential Information means all information: (i) relating to the subject matter of the Services; (ii) concerning Company and its products, operations, research and development, inventions, trade secrets, computer software, plans, intentions, market opportunities, processes, methods, policies, recipes, formulae, vendor and customer relationships, finances and other business operations and affairs; (iii) relating to the existence of this Agreement, its terms and the fact that discussions regarding the Services have been undertaken; and (iv) of third parties that Company maintains in confidence, that has been or may be disclosed to Consultant in written and/or other form, through the Consultant’s access to premises,
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b.
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During the term of this agreement and at all times following its expiration, Consultant undertakes each of the following:
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(a)
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To keep all of the Confidential Information Company and every part thereof disclosed to them strictly confidential and not to make any disclosure of the same other than as provided herein;
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(b)
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Not in any circumstances to disclose or communicate the confidential Information disclosed to them to any other person, company or legal entity whatsoever;
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(c)
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Not to use the Confidential Information disclosed to them for any purpose other than those of the Services without Company’s prior written consent;
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(d)
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Not to make copies or reproductions of the Confidential Information disclosed to them except to the extend reasonably necessary for the purposes of the Services, it being understood that all such copies shall be proprietary to Company;
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(e)
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To deliver up on return all materials or documents containing or relating to the Confidential Information Company immediately upon request, which may be given at any time.
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c.
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The terms and conditions herein shall take effect and be binding on the Parties hereto from the date of disclosure of any Confidential Information and shall remain in force until such time as all the Confidential Information shall have fallen into the public domain. It shall however cease to apply with respect to:
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(a)
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such Confidential Information or part thereof which shall come into the public domain otherwise than as a result of a breach of this Agreement; or
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(b)
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such Confidential Information which may lawfully be in the possession of the Consultant prior to receipt from Company; or
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(c)
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such Confidential Information which is later received on a non-confidential basis from a third party who has not breached any obligation in making such disclosure.
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d.
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Any termination of this Agreement shall be without prejudice to the accrued rights of the parties on the date of such termination.
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e.
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The confidentiality obligation shall remain in force for an indefinite period from the date of signature of this agreement.
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f.
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Any Party which claims that the other Party has breached the provisions of this article shall bear the burden of bringing to the other Party reasonable proofs supporting such claim.
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6.
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INDEPENDENT CONTRACTOR
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7.
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WARRANTY AND INDEMNITY
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(a)
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Consultant is free of any other commitment with any third parties that would restrict the provisions of services to Company, and that the performance of Consultant’s obligations hereunder will not result in the violation of any intellectual property right or know-how belonging to any third party.
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(b)
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Consultant is not already engaged in a similar project with third parties in the Industry (as defined in the preamble hereto).
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(c)
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Consultant will employ the best technical practices, procedures, skill, care and judgment in the performance of the Services,
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(d)
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The Services shall be performed in the most expeditious and economical manner consistent with Company’s best interests, and
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(e)
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Consultant shall at all times cooperate with Company so as to further the best interests of Company (but in all cases in compliance with applicable law).
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8.
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NOTICES
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9.
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ASSIGNMENT
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10.
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PUBLICITY
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11.
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ENTIRE AGREEMENT: AMENDMENT
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12.
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GOVERNING LAW - JURISDICTION
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a.
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This Agreement shall be construed and interpreted in accordance with the laws of Luxembourg.
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b.
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The Parties hereby agree that the courts of Luxembourg shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceeding, suit or action arising out of or in connection with this Agreement shall be brought before such courts.
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Article 1.
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Functions of the Employee
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Article 2.
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Terms of the employment
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Article 3.
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Place of work
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Article 4.
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Working hours
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Article 5.
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Remuneration
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Article 6.
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Annual Bonus
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Article 7.
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Long Term Incentive Plan
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Article 8.
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Restricted Stock Award
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Article 9.
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Company car
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Article 10.
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Lunch vouchers
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Article 11.
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Assurance de Groupe
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Article 12.
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Annual Holidays
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Article 13.
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Termination of the Contract
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Article 14.
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Exclusivity
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Article 15.
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Confidentiality
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using confidential information or data governed by this article for his own profit, outside the scope of the Contract; and
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performing or taking part in any act of unfair competition.
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Article 16.
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Non solicitation of clients and employees
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solicit (e.g., to have contact with, or to lend assistance in any way to), interfere with, or endeavour to entice away from the Employer, or from any other company belonging to the same group, any individual or legal person who at the date of termination of the Contract, or who in the twelve months immediately prior to the termination of the Contract, was a prospect or a client of the Employer, or of any other company belonging to the same group, with whom during that twelve-month period the Employee had business dealings or who during that twelve-month period was negotiating with the Employee in relation to all or part of the Employer’s, or of any other company belonging to the same group’s, business;
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have any business dealings with any individual or legal person who at the date of termination of the Contract, or who in the twelve months immediately prior to the termination of the Contract, was a prospect or a client of the Employer, or of any other company belonging to the same group, with whom during that twelve-month period the Employee had business dealings or who during that twelve-month period was negotiating with the Employee in relation to all or part of the Employer’s, or of any other company belonging to the same group’s, business;
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solicit, interfere with or endeavor to entice away from the Employer, or from any other company belonging to the same group, any employee or any independent consultant engaged by the Employer, or by any other company belonging to the same group.
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Article 17.
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Ownership
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Article 18.
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Intellectual property rights
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–
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any creation protected, or which may be protected, by an intellectual property right;
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any trade and corporate secret as defined in article 309 of the Criminal Code;
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any other intangible properties, such as, but not limited to, data, information and secrets, used, or which can be used, within the framework of the undertaking of the Employer or of its activities, and that come to the knowledge of the Employee in the framework of the performance of his duties, or in connection with the performance of his duties, during his employment relationship with the Employer;
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any work or creation with a commercial, artistic, functional, technical, organizational or aesthetic purpose.
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during the performance of a task regarding the creation of an Intangible Property and which is within the actual duties of the Employee;
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during the performance of studies, research, or works explicitly given to him;
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during the performance of his duties or of his training;
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in the area of the activities of the undertaking of the Employer; or
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by the knowledge or the use of techniques or means specifically linked to the undertaking of the Employer or to data procured by it.
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exploit them itself;
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assign and transfer them;
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license them to a third-party for exploitation;
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destroy them;
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waive their exploitation without such waiver having as a consequence a waiver of its rights and without the fact that the Employee can challenge such decision; or
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modify them in any way it sees fit or incorporate them in to any other Intangible Properties.
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claim any right attached to his capacity as creator of the Creations; or
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oppose the use of his name as author of the said Creation, even after the termination of his employment relationship with the Employer.
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Article 19.
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Access to information and data of the Employer
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Article 20.
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Personal Data
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For the performance by the Employer of the contractual obligations towards the Employee, including for the performance of this Contract;
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For compliance by the Employer with its legal obligations including compliance with obligations in relation to the Employee administration, obligations to ensure fair treatment and the protection of the Employee’s rights and any other obligations under labour laws and regulations;
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For the purpose of the legitimate interests pursued by the Employer or by a third party, for instance, human resources management, activity and business planning, accounting, audit, and administrative purposes, to manage litigation and to prepare or implement any business reorganisation including in the form of sale of business, transfer, disposal, merger or acquisition;
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In order to allow the monitoring of information and communications systems to the extent and for the purposes permitted under applicable law.
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be authorized under applicable data protection laws, as the case may be, as such transfer is necessary for the performance or execution of a contract concluded in the interest of the Employee or for the establishment, exercise or defence of legal claims or for the performance of the Contract between the Employee and the Employer; or,
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be otherwise covered by appropriate safeguards such as standard contractual clauses approved by the European Commission, in which case the concerned Employee may obtain a copy of such safeguards upon request.
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access, free of charge at reasonable intervals, his Data and information relating to its processing;
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rectify without undue delay any inaccurate or incomplete Data;
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seek the erasure of his Data without undue delay when the use or other processing of his/her Data is no longer necessary for the purposes described above where the processing is not or no longer lawful for any
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object, on grounds relating to his particular situation, to any processing based on the Employer’s legitimate interests;
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receive the Data concerning him and transmit them to another data controller to the extent that the legitimacy of the processing lies on contractual performance and the processing is carried out by automated means; and
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seek the restriction of the processing notably when the accuracy of the Data is contested or when the processing is not or no longer compliant with applicable law and he has objected to the erasure of the Data.
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Article 21.
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Medical examination of capacity for work
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Article 22.
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Internal regulation
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Article 23.
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Severability
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Article 24.
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Applicable law and Jurisdiction
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