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Rayonier Advanced Materials Inc. – ‘10-Q’ for 9/24/22 – ‘EX-10.1’

On:  Wednesday, 11/2/22, at 12:25pm ET   ·   For:  9/24/22   ·   Accession #:  1597672-22-55   ·   File #:  1-36285

Previous ‘10-Q’:  ‘10-Q’ on 8/4/22 for 6/25/22   ·   Next:  ‘10-Q’ on 5/10/23 for 4/1/23   ·   Latest:  ‘10-Q’ on 11/8/23 for 9/30/23   ·   6 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/02/22  Rayonier Advanced Materials Inc.  10-Q        9/24/22   91:9M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.93M 
 2: EX-10.1     Material Contract                                   HTML     34K 
 3: EX-10.2     Material Contract                                   HTML     25K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
 6: EX-32.0     Certification -- §906 - SOA'02                      HTML     25K 
12: R1          Cover Page                                          HTML     77K 
13: R2          Consolidated Statements of Operations               HTML    133K 
14: R3          Consolidated Statements of Comprehensive Income     HTML     55K 
                (Loss)                                                           
15: R4          Consolidated Balance Sheets                         HTML    124K 
16: R5          Consolidated Balance Sheets (Parenthetical)         HTML     34K 
17: R6          Consolidated Statements of Cash Flows               HTML    125K 
18: R7          Basis of Presentation and New Accounting            HTML     29K 
                Pronouncements                                                   
19: R8          Discontinued Operations                             HTML     71K 
20: R9          Accounts Receivable, Net                            HTML     33K 
21: R10         Inventory                                           HTML     32K 
22: R11         Leases                                              HTML     91K 
23: R12         Accrued and Other Current Liabilities               HTML     36K 
24: R13         Debt and Finance Leases                             HTML     51K 
25: R14         Environmental Liabilities                           HTML     36K 
26: R15         Derivatives Instruments                             HTML     51K 
27: R16         Fair Value Measurements                             HTML     61K 
28: R17         Accumulated Other Comprehensive Income (Loss)       HTML     56K 
29: R18         Stockholders' Equity                                HTML    126K 
30: R19         Earnings Per Common Share                           HTML     71K 
31: R20         Incentive Stock Plans                               HTML     51K 
32: R21         Employee Benefit Plans                              HTML     66K 
33: R22         Income Taxes                                        HTML     32K 
34: R23         Segment and Geographical Information                HTML     74K 
35: R24         Commitments and Contingencies                       HTML     34K 
36: R25         Supplemental Disclosure of Cash Flows Information   HTML     31K 
37: R26         Basis of Presentation and New Accounting            HTML     37K 
                Pronouncements (Policies)                                        
38: R27         Discontinued Operations (Tables)                    HTML     71K 
39: R28         Accounts Receivable, Net (Tables)                   HTML     33K 
40: R29         Inventory (Tables)                                  HTML     33K 
41: R30         Leases (Tables)                                     HTML     57K 
42: R31         Accrued and Other Current Liabilities (Tables)      HTML     36K 
43: R32         Debt and Finance Leases (Tables)                    HTML     51K 
44: R33         Environmental Liabilities (Tables)                  HTML     32K 
45: R34         Derivatives Instruments (Tables)                    HTML     50K 
46: R35         Fair Value Measurements (Tables)                    HTML     59K 
47: R36         Accumulated Other Comprehensive Income (Loss)       HTML     55K 
                (Tables)                                                         
48: R37         Stockholders' Equity (Tables)                       HTML    118K 
49: R38         Earnings Per Common Share (Tables)                  HTML     73K 
50: R39         Incentive Stock Plans (Tables)                      HTML     48K 
51: R40         Employee Benefit Plans (Tables)                     HTML     60K 
52: R41         Segment and Geographical Information (Tables)       HTML     74K 
53: R42         Supplemental Disclosure of Cash Flows Information   HTML     30K 
                (Tables)                                                         
54: R43         Basis of Presentation and New Accounting            HTML     30K 
                Pronouncements (Details)                                         
55: R44         Discontinued Operations - Narrative (Details)       HTML     49K 
56: R45         Discontinued Operations - Income (Loss) from        HTML     73K 
                Discontinued Operations (Details)                                
57: R46         Discontinued Operations - Other Discontinued        HTML     31K 
                Operations Information (Details)                                 
58: R47         Accounts Receivable, Net (Details)                  HTML     35K 
59: R48         Inventory (Details)                                 HTML     36K 
60: R49         Leases - Narrative (Details)                        HTML     43K 
61: R50         Leases - Components of Lease Expense (Details)      HTML     35K 
62: R51         Leases - Balance Sheet Components (Details)         HTML     36K 
63: R52         Leases - Operating Lease Maturities (Details)       HTML     42K 
64: R53         Accrued and Other Current Liabilities (Details)     HTML     44K 
65: R54         Debt and Finance Leases - Summary of Debt and       HTML     77K 
                Finance Leases (Details)                                         
66: R55         Debt and Finance Leases - Narrative (Details)       HTML     42K 
67: R56         Debt and Finance Leases - Schedule of Debt          HTML     34K 
                Principal Payments (Details)                                     
68: R57         Environmental Liabilities (Details)                 HTML     45K 
69: R58         Derivatives Instruments - Cash Flow Hedges          HTML     39K 
                (Details)                                                        
70: R59         Derivatives Instruments - Unrealized Gain in AOCI   HTML     35K 
                (Details)                                                        
71: R60         Fair Value Measurements - Fair Value by Hierarchy   HTML     49K 
                (Details)                                                        
72: R61         Fair Value Measurements - Narrative (Details)       HTML     43K 
73: R62         Fair Value Measurements - Measurement Inputs        HTML     38K 
                (Details)                                                        
74: R63         Accumulated Other Comprehensive Income (Loss)       HTML     78K 
                (Details)                                                        
75: R64         Stockholders' Equity - Schedule of Rollforward      HTML     77K 
                (Details)                                                        
76: R65         Stockholders' Equity - Narrative (Details)          HTML     43K 
77: R66         Earnings Per Common Share - Schedule of             HTML     91K 
                Computation (Details)                                            
78: R67         Earnings Per Common Share - Antidilutive            HTML     32K 
                Securities (Details)                                             
79: R68         Incentive Stock Plans - Narrative (Details)         HTML     38K 
80: R69         Incentive Stock Plans - Schedule of Activity        HTML     88K 
                (Details)                                                        
81: R70         Employee Benefit Plans - Narrative (Details)        HTML     26K 
82: R71         Employee Benefit Plans - Net Periodic Benefit       HTML     53K 
                Costs (Details)                                                  
83: R72         Income Taxes (Details)                              HTML     36K 
84: R73         Segment and Geographical Information (Details)      HTML     68K 
85: R74         Commitments and Contingencies (Details)             HTML     45K 
86: R75         Supplemental Disclosure of Cash Flows Information   HTML     31K 
                (Details)                                                        
89: XML         IDEA XML File -- Filing Summary                      XML    163K 
87: XML         XBRL Instance -- ryam-20220924_htm                   XML   2.36M 
88: EXCEL       IDEA Workbook of Financial Reports                  XLSX    141K 
 8: EX-101.CAL  XBRL Calculations -- ryam-20220924_cal               XML    251K 
 9: EX-101.DEF  XBRL Definitions -- ryam-20220924_def                XML    548K 
10: EX-101.LAB  XBRL Labels -- ryam-20220924_lab                     XML   1.62M 
11: EX-101.PRE  XBRL Presentations -- ryam-20220924_pre              XML    966K 
 7: EX-101.SCH  XBRL Schema -- ryam-20220924                         XSD    162K 
90: JSON        XBRL Instance as JSON Data -- MetaLinks              438±   651K 
91: ZIP         XBRL Zipped Folder -- 0001597672-22-000055-xbrl      Zip    433K 


‘EX-10.1’   —   Material Contract


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SEVENTH AMENDMENT
TO
RAYONIER ADVANCED MATERIALS INC. RETIREMENT PLAN
(December 31, 2014 Restatement)

The Rayonier Advanced Materials Inc. Retirement Plan, originally effective as of June 27, 2014, as presently maintained under an amendment and restatement made effective as of December 31, 2014, is hereby amended, effective as of the close of business on December 31, 2022, in the following respects:
1.The foreword is amended by adding the following paragraph to the end thereto to read as follows:

“Effective as of the close of business on December 31, 2022, no further Benefit Service will be credited to a Member. For the avoidance of doubt, the preceding sentence does not apply to any Participant accruing a benefit under Appendix F and Appendix G of the Plan.”

2.Section 1.11 (“Compensation”) is amended by adding the following paragraph to the end thereto to read as follows:

“Notwithstanding anything in the Plan to the contrary, Compensation earned after December 31, 2022 shall not be considered in determining a Member’s Accrued Benefit.”

3.Section 1.14 (“Eligibility Service”) is deleted in its entirety and replaced with the following:

“1.14    Eligibility Service shall mean any employment recognized as such for the purposes of meeting the eligibility requirements for membership in the Plan as provided in Article 2 and for meeting the eligibility for benefits under the Plan as provided under Article 4.”

4.Section 1.18 (“Final Average Compensation”) is amended by adding the following new subparagraph (c) to the end thereto to read as follows:

“(c)    Notwithstanding anything in the Plan to the contrary, Final Average Compensation will not include Compensation earned by the Member after December 31, 2022, or other amounts payable to a Member by or on behalf of the Company after December 31, 2022. Final Average Compensation under the Plan will not exceed the average of the annual compensation limits under Code Section 401(a)(17) for the 5-year period ending December 31, 2022.”

5.Section 1.37 (“Social Security Benefit”) is deleted in its entirety and replaced with the following:

“1.37    Social Security Benefit shall mean the amount of the annual old age or disability insurance benefit under Title II of the Federal Social Security Act as determined by the Plan Administration Committee under reasonable rules uniformly applied, on the basis of such Act as in effect at the time of retirement or termination to which a Member or former Member is or would upon application be entitled, even though the Member does not receive such benefit because of his or her failure to apply therefor or he or she is ineligible therefor by reason of earnings he or she may be receiving in excess of any limit on earnings for full entitlement to such benefit. In computing the Member’s Social Security Benefit, no wage index adjustment or cost of living adjustment shall be assumed with respect to any period after the end of the calendar year in which the Member retires or terminates service. For all years prior to retirement or other termination of employment with the Company where actual earnings are not available, the Member’s Social Security Benefit shall be determined on the basis of the Member’s actual earnings in conjunction with a salary increase assumption based on the actual yearly change in national average wages as determined by the Social Security Administration. If, within a reasonable time after the later of (i) the earlier of (a) a Member’s date of retirement or other termination of employment or (b) December 31, 2022, or (ii) the date on which a Member is notified of the retirement allowance or vested benefit to which he or she is entitled under the Plan, the Member provides documentation from the Social Security Administration as to his or her actual earnings history with respect to those prior years, his or her Social Security Benefit shall be redetermined using the actual earnings history. If this recalculation results in a different Social Security Benefit, his or her retirement allowance or vested benefit shall be adjusted to reflect this change. Any adjustment to his or her retirement




allowance or vested benefit shall be made retroactive to the date his or her payments commenced. The Plan Administration Committee shall resolve any questions arising under this Section on a basis uniformly applicable to all Employees similarly situated.

Notwithstanding the preceding paragraph, effective December 31, 2022, the following modifications to the definition of the Social Security Benefit will apply:

(a)    The Social Security Benefit for a Member who is eligible for a retirement benefit under Sections 4.01, 4.02, 4.03, or 4.04 as of December 31, 2022, shall remain fixed at the amount determined by assuming the Member terminated employment on December 31, 2022.

(b)    The Social Security Benefit for a Member who is actively employed on December 31, 2022, who thereafter commences a vested retirement benefit under Section 4.05, and who is not eligible for a retirement benefit under Sections 4.01, 4.02, 4.03 or 4.04 as of his Benefit Commencement Date shall remain fixed at the amount determined by assuming the Member terminated employment on December 31, 2022.

(c)    The Social Security Benefit for a Member who is actively employed as of December 31, 2022 and is not eligible for a retirement benefit under Sections 4.01, 4.02, 4.03 or 4.04 but becomes eligible thereafter shall be determined by assuming the Member had terminated employment on the day he or she would have first become eligible for a retirement allowance under Sections 4.01, 4.02, 4.03, or 4.04. The Social Security compensation to be used for the period beginning January 1, 2023, and ending on the date specified in the previous sentence shall be equal to the rate of Social Security compensation received by the Member during the 2022 calendar year, and zero thereafter. For purposes of this subsection (c), the Social Security Benefit will be assumed to commence on the later of age 62 or the first day of the month commencing after the Member first becomes eligible for a benefit under Sections 4.01, 4.02, 4.03 or 4.04. In computing the Member’s Social Security Benefit, no wage index adjustment or cost of living adjustment shall be assumed with respect to any period after December 31, 2022.”

6.Section 2.02 (“Benefit Service”) is amended by replacing the second paragraph following subparagraph (d)(vii) with the following paragraph to read as follows:

“The Compensation of a Member during the periods of absence covered by clause (i), (ii), (iv) or (vi) above shall be the Compensation the Member actually receives during such period. The Compensation of a Member during the period of absence covered by clause (iii) above shall be deemed to be the Member’s Final Average Compensation based on his or her Eligibility Service up to such absence. Any Compensation described in the previous sentence will cease to be credited to a Member after December 31, 2022. Unless the Plan Administration Committee determines otherwise on a basis uniformly applicable to all persons similarly situated, the Social Security Benefit of a Member covered by clause (iii) above shall be based on the benefit awarded by the Social Security Administration at the date of his or her total and permanent disability.”

7.Section 2.02 (“Benefit Service”) is further amended by adding a new subsection (h) to read as follows:

“(h)    Notwithstanding the foregoing provisions of this Section 2.02, periods of employment completed after December 31, 2022, and recognized periods of absences occurring after December 31, 2022, shall not be considered in determining Benefit Service for any purposes under the Plan.”    

    EXECUTED AT Jacksonville, FL, this __ day of ________, 2022.

Rayonier Advanced Materials Inc.

By: ___________________________

Title: __________________________

-2-
.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
1/1/23
12/31/22
Filed on:11/2/22
For Period end:9/24/22
12/31/1410-K,  11-K,  ARS
6/27/143,  4,  RW,  S-8
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Rayonier Advanced Materials Inc.  10-K       12/31/23  156:16M
 3/01/23  Rayonier Advanced Materials Inc.  10-K       12/31/22  154:17M


4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/19/22  Rayonier Advanced Materials Inc.  8-K:5,9    10/19/22   12:360K                                   Donnelley … Solutions/FA
 3/21/22  Rayonier Advanced Materials Inc.  8-K:1,3,5,8 3/21/22   13:578K                                   Donnelley … Solutions/FA
 8/10/16  Rayonier Advanced Materials Inc.  8-K:1,3,5,8 8/04/16    4:551K                                   Donnelley … Solutions/FA
 6/30/14  Rayonier Advanced Materials Inc.  8-K:1,2,5,8 6/24/14    9:2.1M                                   Donnelley … Solutions/FA
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Filing Submission 0001597672-22-000055   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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