Exhibit 10.12

RESTRICTED STOCK AGREEMENT

This restricted stock agreement (this "Agreement") is made as of March 27, 2006 (the
"Grant Date"), by Cellu Paper Holdings, Inc., a Delaware corporation, (the "Company") and Steven
Ziessler (the "Participant").

WHEREAS,
the Company has adopted the Cellu Paper Holdings, Inc. 2001 Stock Incentive Plan (the "Plan"), pursuant to which the
Company may grant shares of the Company's common stock, par value $0.01 per share (the "Common Stock") which are restricted as to transfer;

WHEREAS,
the Company desires to grant to the Participant shares of restricted Common Stock on the terms and conditions provided for herein; and

NOW,
THEREFORE, the Company and the Participant agree as follows:

1.Grant of Shares.Subject to the restrictions, terms and conditions of this Agreement, the Plan and the
Stockholders Agreement, dated as of September 28, 2001, among the Company, Charterhouse Equity Partners III, L.P., Chef Nominees Limited, WAHYAM Capital, LLC and the other parties listed
therein (the "Stockholders Agreement"), the Company hereby grants to the Participant 170.65 shares of Common Stock. The purchase price for the shares of
Common Stock is zero. Pursuant to Sections 2 and 3 hereof, the shares of Common Stock are subject to certain restrictions, which restrictions relate to the passage of time as an employee of the
Company. While such restrictions are in effect, the shares of Common Stock subject to such restrictions shall be referred to herein as "Restricted
Stock."

2.Restrictions on Transfer.The Participant shall not sell, transfer, pledge, hypothecate, assign, exchange or
otherwise dispose of the Restricted Stock, except as set forth in the Plan or this Agreement. Any attempted sale, transfer, pledge, hypothecation, assignment, exchange or other disposition of the
Restricted Stock in violation of the Plan or this Agreement shall be void and of no effect and the
Company shall have the right to disregard the same on its books and records and to issue "stop transfer" instructions to its transfer agent.

3.Restricted Stock.

3.1.Retention of Certificates.Promptly after the Grant Date, the Company shall issue stock certificates
representing the Restricted Stock. The stock certificates shall be registered in the Participant's name and shall bear any legend required by the Plan or this Agreement. Such stock certificates shall
be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the Participant shall deliver to the Company a duly signed
stock power, endorsed in blank, relating to the Restricted Stock. If (a) the Participant receives a stock dividend on the Restricted Stock, (b) the shares of Common Stock are split, or
(c) the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the Grant Date), or
representing a distribution or return of capital upon or in respect of, the Restricted Stock or any part thereof, or resulting from a split-up, reclassification or other like changes of
the Restricted Stock, or otherwise received in exchange therefore, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively
"RS Property"), the Participant shall immediately deposit with and deliver to the Company any of such RS Property, including any certificates
representing shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and such RS Property shall be subject to the same restrictions, including that of this
Section 3.1, as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "Restricted Stock."

3.2.Rights with Regard to Restricted Stock.The Participant will have the right to vote the Restricted Stock,
to receive and retain all cash dividends payable to holders of shares of Common Stock of record on and after the Grant Date (although such dividends shall be treated, to the extent required by
applicable law, as additional compensation for tax purposes if paid on Restricted Stock),

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and
to exercise all other rights, powers and privileges of a holder of shares of Common Stock with respect to the Restricted Stock set forth in the Plan, with the exceptions that:



For
purposes of this Agreement, the "Restriction Period" for the Restricted Stock means the period commencing on the Grant Date and ending at the close
of business on the date the Restricted Stock becomes vested.

3.3.Vesting.



Vesting Date

Percentage Vested/
Number of Shares Vested1st Anniversary of Grant Date

33.33%/56.882nd Anniversary of Grant Date

33.33%/56.883rd Anniversary of Grant Date

33.34%/56.89


There
shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates and all vesting shall occur only on the appropriate vesting date.

Notwithstanding
the foregoing, any Restricted Stock outstanding at the time of a Change in Control shall become vested and cease to be Restricted Stock (but shall remain subject to the
terms of this Agreement and the Plan).



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3.4.Forfeiture.The Participant shall forfeit to the Company, without compensation, any and all Restricted
Stock and RS Property upon the Participant's termination of employment with the Company and its subsidiaries during the Restriction Period for any reason.

4.Legends.



5.Representations and Warranties of Participant.

In
connection with the issuance and acquisition of shares of Common Stock, the Participant hereby represents and warrants to the Company as follows:



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6.Taxes: Section 83(b) Election.



7.Not an Employment Agreement.The issuance of the Shares hereunder does not constitute
an agreement by the Company to continue to employ the Participant during the entire, or any portion of, the term of this Agreement, including but not limited to any period during which the Restricted
Stock is outstanding.

8.Power of Attorney.The Company, its successors and assigns, is hereby appointed the
attorney-in-fact, with full power of substitution, of the Participant for the purpose of carrying out the provisions of this Agreement and taking any action and executing any
instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is
irrevocable and coupled with an interest. In connection with actions permitted under the terms of this Agreement (including Sections 3.4 and 6), the Company, as

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attorney-in-fact
for the Participant, may in the name and stead of the Participant, make and execute all conveyances, assignments and transfers of the Restricted Stock, Shares
and property provided for herein, and the Participant hereby ratifies and confirms all that the Company, as said attorney-in-fact, shall do in good faith by virtue hereof.
Nevertheless, the Participant shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for such purpose.

9.Miscellaneous.



or
to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

| |  | CELLU PAPER HOLDINGS, INC.       
| |  | ---------------------------------
| |  | By:                              
| |  | /s/STEVEN ZIESSLERSteven Ziessler

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