Adoption Agreement



 Exhibit 10.13.1 
  

					
	

	  	 Principal Life Insurance Company
 Raleigh, NC
27612
 1-800-999-4031
 A member of the Principal Financial
Group®
	  	 THE EXECUTIVE
 NONQUALIFIED “EXCESS” PLANSM


 ADOPTION AGREEMENT 
 THIS AGREEMENT is made the 3rd day of January, 2006, by Appleton Papers Inc. (the “Employer”), having its principal office at 825
East Wisconsin Avenue, Appleton, WI 54912-0359 and Principal Life Insurance Company, (the “Provider”), having its principal office at 4140 ParkLake Avenue, Suite 500, Raleigh, North Carolina 27612. 
 W I T N E S S E T H: 
 WHEREAS, the
Provider has created The Executive Nonqualified Excess PlanSM (the “Plan”); and 
 WHEREAS, the Employer desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and 
 WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder, and
shall apply to amounts deferred after January 1, 2005, and to amounts deferred under the terms of any predecessor plan which are not earned and vested before January 1, 2005; and 
 WHEREAS, the Employer has been advised by the Provider to obtain legal and tax advice from its professional advisors before adopting the Plan, and that
the Provider disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement; 
 NOW, THEREFORE, the Employer hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement: 
 ARTICLE I 
 Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some
other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as
referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan. 
 This Adoption Agreement may only be used in connection with The Executive Nonqualified Excess PlanSM. The
Provider will inform the Employer of any amendments to the Plan or of the discontinuance or abandonment of the Plan. For questions concerning the Plan, the Employer may call the Provider at (919) 833-1042. 







 ARTICLE II 
 The Employer hereby makes the following designations or elections for the purpose of the Plan: 
 2.6 Committee: The
duties of the Committee set forth in the Plan shall be satisfied by: 
  

					
	      	  	(a)	 	The administrative committee of at least three individuals appointed by the Board to serve at the pleasure of the Board.
			
	XX	  	(b)	 	Employer.
			
	      	  	(c)	 	Other (specify):
                                       
 .

 2.7 Compensation: The “Compensation” of a Participant shall mean all of a Participant’s:

  

					
			
	XX	  	(a)	 	Base salary.
			
	XX	  	(b)	 	Service Bonus.
			
	XX	  	(c)	 	Performance-Based Compensation earned in a period of 12 months or more.
			
	      	  	(d)	 	Commissions.
			
	XX	  	(e)	 	Compensation received as an Independent Contractor reportable on Form 1099.
			
	      	  	(f)	 	Other:
                                       
 .

 2.8 Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the amount of
any Salary Deferral Credits to such account at the time designated below: 
  

					
			
	      	  	(a)	 	The last business day of each Plan Year.
			
	      	  	(b)	 	The last business day of each calendar quarter during the Plan Year.
			
	      	  	(c)	 	The last business day of each month during the Plan Year.
			
	      	  	(d)	 	The last business day of each payroll period during the Plan Year.
			
	XX	  	(e)	 	Each pay day as reported by the Employer.
			
	      	  	(f)	 	Any business day on which Salary Deferral Credits are received by the Provider.
			
	      	  	(g)	 	Other:
                                       
 .

  

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 2.12 Effective Date: 
  

					
			
	XX	  	(a)	 	This is a newly-established Plan, and the Effective Date of the Plan is February 1, 2006.
			
	      	  	(b)	 	This is an amendment and restatement of a plan named
                                        
                         with an effective date of
                    . The Effective Date of this amended and restated Plan is
                    . This is amendment number         .

 2.18 Normal Retirement Age: The Normal Retirement Age of a Participant shall be: 
  

					
	XX	  	(a)	  	Age 65.
			
	      	  	(b)	  	The later of age      or the                  anniversary of the
participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.
			
	      	  	(c)	  	Other:
                                       
 .

 2.20 Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are
parties to the Plan: 
  

							
	 Name of Employer
	 	 Address
	 	 Telephone No.
	 	 EIN

	 Appleton Papers Inc.
	 	 825 East Wisconsin Avenue
	 	 (920) 734-9841
	 	 36-2556469

		 	 Appleton, WI 54912-0359
	 		 	
				
	 American Plastics
	 	 3606 Red Arrow Drive
	 	 (715) 369-9500
	 	 39-1712123

		 	 Rhinelander, WI 54501
	 		 	
				
	 C&H Packaging
	 	 1401 West Taylor Street
	 	 (715) 536-5400
	 	 39-1544878

		 	 Merrill, WI 54452-2917
	 		 	
				
	 New England Extrusion
	 	 18 Industrial Boulevard
	 	 (413) 863-3171
	 	 20-2033299

		 	 Turner Falls, MA 01376
	 		 	

  

	2.22	Plan: The name of the Plan as applied to the Employer is 

 The Executive Nonqualified Excess Plan of Appleton Papers Inc. 
  

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 2.23 Plan Administrator: The Plan Administrator shall be: 
  

					
	      	  	(a)	 	Committee.
			
	XX	  	(b)	 	Employer.
			
	      	  	(c)	 	Other:
                                        
    .

 2.25 Plan Year: The Plan Year shall end each year on the last day of the month of December.

 2.34 Trust: 
  

					
	      	  	(a)	 	The Employer does desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the
Plan.
			
	XX	  	(b)	 	The Employer does not desire to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the
Plan.
			
	      	  	(c)	 	The Employer desires to establish a “rabbi” trust for the purpose of setting aside assets of the Employer contributed thereto for the payment of benefits under the Plan upon the
occurrence of a Change in Control.

  

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 4.1 Salary Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect
to have his Compensation (as selected in Section 2.7 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee: 
  

							
	XX	  	(a)	 	Base salary:
				
		  		 		  	minimum deferral: $             or 2%
		  		 		  	maximum deferral: $             or 50%
			
	XX	  	(b)	 	Service Bonus:
				
		  		 		  	minimum deferral: $             or 2%
		  		 		  	maximum deferral: $             or 75%
			
	XX	  	(c)	 	Performance-Based Compensation:
				
		  		 		  	minimum deferral: $             or 2%
		  		 		  	maximum deferral: $             or 75%
			
	      	  	(d)	 	Commission:
				
		  		 		  	minimum deferral: $             or
            %
		  		 		  	maximum deferral: $             or
            %
			
	XX	  	(e)	 	1099 Income:
				
		  		 		  	minimum deferral: $             or
            %
		  		 		  	maximum deferral: $             or 100%
			
	      	  	(f)	 	Salary deferral credits not allowed.

  

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 4.2 Employer Credits: The Employer will make Employer Credits in the following manner: 
  

							
	XX	  	(a) Employer Matching Credits: The Employer may make matching credits to the Deferred Compensation
Account of each Participant in an amount determined as
follows:
				
		  	XX	 	(i)	 	An amount determined each Plan Year by the Employer.
				
		  	      	 	(ii)	 	Other:
                                        
                .
		
	XX	  	(b) Employer Profit Sharing Credits: The Employer may make profit sharing credits to the Deferred
Compensation Account of each Active Participant in an amount determined as
follows:
				
		  	XX	 	(i)	 	An amount determined each Plan Year by the Employer.
				
		  	      	 	(ii)	 	Other:
                                        
                        .
			
	      	  	(c)	 	Other:
                                       
         .
			
	      	  	(d)	 	Employer Credits not allowed.

 5.3 Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to
the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus: 
  

					
	      	  	(a)	 	An amount to be determined by the Committee.
			
	      	  	(b)	 	Other:
                                        
                        .
			
	XX	  	(c)	 	No additional benefits.


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 5.4 In-Service Distributions: In-service accounts are permitted under the Plan: 
  

							
	XX	  	(a)	 	Yes, with respect to:
		  		 	XX	 	Salary Deferral Credits only.
		  		 	      	 	Employer Credits only.
		  		 	      	 	Salary Deferral and Employer Credits.
			
		  		 	In-service distributions may be made in the following manner:
		  		 	XX	 	Single lump sum payment.
		  		 	XX	 	Annual installment payments over no more than 5 years.
			
		  		 	If applicable, amounts not vested at the specified time of distribution will be:
		  		 	      	 	Forfeited
		  		 	      	 	Distributed annually when vested
			
	      	  	(b)	 	No in-service distributions permitted.

 5.5 Education Distributions: Education accounts are permitted under the Plan: 
  

							
	XX	  	(a)	 	Yes, with respect to:
		  		 	XX	 	Salary Deferral Credits only.
		  		 	      	 	Employer Credits only.
		  		 	      	 	Salary Deferral and Employer Credits.
			
		  		 	Education distributions may be made in the following manner:
		  		 	XX	 	Single lump sum payment.
		  		 	XX	 	Annual installment payments over no more than 5 years.
			
		  		 	If applicable, amounts not vested at the specified time of distribution will be:
		  		 	      	 	Forfeited
		  		 	      	 	Distributed annually when vested
			
	      	  	(b)	 	No education distributions permitted.

  

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 6.1 Payment Options: Any benefit payable under the Plan upon a Qualifying Distribution Event may be made to the
Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Salary Deferral Agreement: 
  

					
	1.	  	Separation from Service
			
	XX	  	(a)	 	A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.
			
	XX	  	(b)	 	Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed 5 years.
			
	      	  	(c)	 	Other:
                                        
                .
		
	2.	  	Death
			
	XX	  	(a)	 	A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.
			
	      	  	(b)	 	Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed      years.
			
	      	  	(c)	 	Other:
                                        
                .
		
	3.	  	Disability
			
	XX	  	(a)	 	A lump sum in cash as soon as practicable following the date of the Qualifying Distribution Event.
			
	XX	  	(b)	 	Approximately equal annual installments over a term certain as elected by the Participant upon his entry into the Plan not to exceed 5 years.
			
	      	  	(c)	 	Other:
                                        
                .

  

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 7. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the
Deferred Compensation Account upon first to occur of the following events: 
  

													
	XX	  	(a)	 	Normal Retirement Age.	  		  	
	XX	  	(b)	 	Death.	  		  	
	XX	  	(c)	 	Disability.	  		  	
	XX	  	(d)	 	Change in Control	  		  	
		  	(e)	 	Other:                                     
                            .	  	
	XX	  	(f)	 	Satisfaction of the vesting requirement specified below:
					
		  	XX	 	Employer Matching Credits:	  		  	
		  		 		  		  		  		  	
		  		 	      	  	(i)	  	Immediate 100% vesting.
					
		  		 	      	  	(ii)	  	100% vesting after      Years of Service.
							
		  		 	      	  	(iii)	  	100% vesting at age     .	  		  	
							
	 	  	 	 	XX	  	(iv)	  	 Number of Years
 of Service
	  	 Vested
Percentage
	  	 
		  		 		  		  	Less than 1	  	0 %	  	
		  		 		  		  	                1	  	20 %	  	
		  		 		  		  	                2	  	40 %	  	
		  		 		  		  	                3	  	60 %	  	
		  		 		  		  	                4	  	80 %	  	
		  		 		  		  	                5	  	100%	  	
		  		 		  		  	                6	  	            %	  	
		  		 		  		  	                7	  	            %	  	
		  		 		  		  	                8	  	            %	  	
		  		 		  		  	                9	  	            %	  	
		  		 		  		  	                10 or more	  	            %	  	
			
		  		 	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
							
		  		 	XX	  	(1)	  	First Day of Service.	  		  	
					
		  		 	      	  	(2)	  	Effective Date of the Plan Participation.
					
		  		 	      	  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Matching
Credit is made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all Employer Matching Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
                                        
                .

  

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	XX	  	Employer Profit Sharing Credits:	  		  	
					
		  	      	  	(i)	  	Immediate 100% vesting.	  	
				
		  	      	  	(ii)	  	100% vesting after      Years of Service.
					
		  	      	  	(iii)	  	100% vesting at age     .	  	
						
	 	  	 XX
	  	(iv)	  	 Number of Years
 of Service
	  	 Vested
 Percentage
	  	 
		  		  		  	Less than 1                	  	0 %	  	
		  		  		  	                1	  	20 %	  	
		  		  		  	                2	  	40 %	  	
		  		  		  	                3	  	60 %	  	
		  		  		  	                4	  	80 %	  	
		  		  		  	                5	  	100%	  	
		  		  		  	                6	  	            %	  	
		  		  		  	                7	  	            %	  	
		  		  		  	                8	  	            %	  	
		  		  		  	                9	  	            %	  	
		  		  		  	                10 or more	  	            %	  	
		
		  	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
					
		  	XX	  	(1)	  	First Day of Service.	  	
				
		  	      	  	(2)	  	Effective Date of the Plan Participation.
				
		  	      	  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Profit
Sharing Credit is made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all Employer Profit Sharing Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
                                        
        .

  

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	      	  	Other Employer Credits:	  	
				
		  	      	  	(i)	  	Immediate 100% vesting.
				
		  	      	  	(ii)	  	100% vesting after      Years of Service.
				
		  	      	  	(iii)	  	100% vesting at age     .
						
	 	  	      	  	(iv)	  	 Number of Years
 of Service
	  	 Vested
Percentage
	  	 
		  		  		  	Less than 1                	  	            %	  	
		  		  		  	                1	  	            %	  	
		  		  		  	                2	  	            %	  	
		  		  		  	                3	  	            %	  	
		  		  		  	                4	  	            %	  	
		  		  		  	                5	  	            %	  	
		  		  		  	                6	  	            %	  	
		  		  		  	                7	  	            %	  	
		  		  		  	                8	  	            %	  	
		  		  		  	                9	  	            %	  	
		  		  		  	                10 or more	  	            %	  	
		
		  	For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
				
		  	      	  	(1)	  	First Day of Service.
				
		  	      	  	(2)	  	Effective Date of the Plan Participation.
				
		  	      	  	(3)	  	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Credit is
made to his or her Deferred Compensation Account. Notwithstanding the vesting schedule elected above, all other Employer Credits to the Deferred Compensation Account shall be 100% vested upon the following event(s):
                                        
    .

 14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption
Agreement or the Plan to the contrary, Section              of the Plan shall be amended to read as provided in attached Exhibit
            . 
  

			
	XX	  	There are no amendments to the Plan.

  

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 17.9 Construction: The provisions of the Plan and Trust (if any) shall be construed and enforced
according to the laws of the State of Wisconsin, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code. 
 IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above stated. 
  

			
	Appleton Papers Inc.
	Name of Employer
		
	By:	 	 /s/ Paul Karch

		 	Authorized Person


 The Plan is adopted by the following Participating Employers: 
  

			
	American Plastics
	Name of Employer
		
	By:	 	 /s/ Paul Karch

		 	Authorized Person
	
	C&H Packaging
	Name of Employer
		
	By:	 	 /s/ Paul Karch

		 	Authorized Person
	
	New England Extrusion
	Name of Employer
		
	By:	 	 /s/ Paul Karch

		 	Authorized Person


 NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax
consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors before adopting the Plan. The Provider disclaims all liability for the legal and tax consequences which result from the
elections made by the Employer in this Adoption Agreement. 
  

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