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                                                                   Exhibit 10.19

                              APPLETON PAPERS INC.
                        TERMINATION PROTECTION AGREEMENT


                  AGREEMENT dated as of the ____ day of ____________________,
20___, between Appleton Papers Inc. (the "Corporation") and _____________ (the
"Executive"). Unless otherwise indicated, terms used herein and defined in
Schedule A shall have the meanings assigned to them in Schedule A.

                  WHEREAS, the Corporation desires to continue to attract and
retain skilled and dedicated management employees, by providing post-employment
benefits in the event of certain terminations of employment; and

                  WHEREAS, the Corporation has employed the Executive in the
capacity of _____________________________________, upon the terms and conditions
currently reflected in Executive's personnel file or in various minutes of the
Board of Directors; and

                  WHEREAS, Executive has specific duties and unique talents
which are of benefit to the Corporation;

                  NOW, THEREFORE, it is agreed as follows:

1.       Term of Agreement.
         -----------------

         This Agreement shall become effective as of July 1, 2001 (the
         "Effective Date") and shall remain in effect from time to time
         thereafter. The Corporation may terminate this Agreement by giving the
         Executive at least eighteen (18) months advance written notice of
         termination of the Agreement. Notwithstanding the foregoing, this
         Agreement shall, if in effect on the date of a Change of Control,
         remain in effect for at least two (2) years following such Change of
         Control.

2.       Notice of Termination of Employment.
         -----------------------------------

         The Executive agrees to give the Corporation at least two (2) months'
         written advance notice of Executive's voluntary termination of
         employment, other than for Good Reason, if such termination occurs
         prior to a Change of Control.

3.       Benefits Payable Upon Termination of Employment.
         -----------------------------------------------

(a)      General Rule.  In the event that, at any time other than within two
         (2) years after a Change of Control, the Corporation terminates the
         employment of the Executive with the Corporation other than for
         misconduct or Permanent Disability, or the Executive terminates
         employment

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         for Good Reason, the Executive shall receive from the Corporation,
         provided the Executive executes the release described in Paragraph 3(d)
         below:

         (i)      an annual amount, equal to the Executive's Base Salary,
                  payable for each of the eighteen (18) months following
                  termination of employment in equal installments at the times
                  set forth in the Corporation's payroll policy, as in effect at
                  the time of payment;

         (ii)     reimbursement of reasonable expenses incurred by the Executive
                  for professional outplacement services by qualified
                  consultants after termination of employment; and

         (iii)    until the earlier of (A) eighteen (18) months following the
                  date of termination of employment; or (B) the date on which
                  the Executive is employed by a new employer, medical and
                  dental benefits at the level provided immediately prior to the
                  termination of employment date. Any statutory rights of the
                  Executive to continued health coverage shall be governed by
                  the Executive's actual date of termination and not by the
                  expiration of the salary continuation period.

(b)      Termination Within Two (2) Years After a Change of Control. In the
         ----------------------------------------------------------
         event that within two (2) years after a Change of Control, the
         Corporation terminates the employment of the Executive, other than for
         misconduct or Permanent Disability, or the Executive terminates
         employment for Good Reason, the Executive shall receive from the
         Corporation, within two (2) business days after such termination:

         (i)      an amount in cash equal to the product of two (2), multiplied
                  by the sum of the  Executive's  Base Salary and Target Bonus;

         (ii)     an amount in cash equal to the product of (A) Executive's
                  Target Bonus and (B) a fraction, the numerator of which is the
                  number of days in the Corporation's fiscal year that occurred
                  prior to the Executive's termination of employment and the
                  denominator of which is 365, representing a partial bonus for
                  the year of termination, less any partial bonus related to the
                  same fiscal year previously paid to the Executive;

         (iii)    if the bonus amounts for the Corporation's fiscal year ending
                  prior to the Executive's termination date have not, prior to
                  such termination, been paid to Corporation executives
                  generally, an amount in cash equal to the unpaid bonuses under
                  the Corporation's annual executive bonus program, based on
                  actual Corporation performance during such fiscal year;

         (iv)     reimbursement of reasonable expenses incurred by the
                  Executive for professional outplacement services by qualified
                  consultants after termination of employment; and

         (v)      until the earlier of twenty-four (24) months following the
                  date of termination of employment or the date on which the
                  Executive is employed by a new employer,

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               medical and dental benefits at the level provided immediately
               prior to the Change of Control. After Executive is employed by a
               new employer these benefits shall remain in effect for the term
               established above, but shall become secondary to any such
               benefits offered by the new employer (i.e. they will be offset by
               such new employer's benefits).

(c)      Termination for Misconduct.
         --------------------------

         Nothing in this Agreement shall be construed to prevent the Corporation
         from terminating Executive's employment under this Agreement for
         misconduct. Such termination shall relieve the Corporation of its
         obligation to make any other payments under this Agreement, except
         those that may be otherwise payable under then existing employee
         benefit plans, programs and arrangements of the Corporation.

(d)      Release of Claims.
         -----------------

         To be eligible for and receive the benefits described in subparagraphs
         (a) or (b) of this Paragraph 3, Executive must, at the time of
         termination of employment, irrevocably execute a Release form
         prescribed by the Corporation, file it with the person, and within the
         time period, the Corporation prescribes, and the Release must be
         enforceable in all respects. The purpose of the Release is to release
         the Corporation from all claims and liability arising out of the
         employment relationship with the Corporation, including without
         limitation, claims arising under the Age Discrimination in Employment
         Act ("ADEA"), Title VII of the Civil Rights Act of 1964, and all other
         federal, state, local or other laws, regulations or rules, whether
         arising from statute or the common law, or in law or equity. The
         Release shall be in a form that complies with regulations promulgated
         by the Equal Employment Opportunity Commission ("EEOC").

4.       Mitigation; Non-Compete.
         -----------------------

(a)      If the Executive's termination of employment occurs at any time other
         than within two (2) years after a Change of Control:

         (i)   the amount of the payments under Paragraph 3(a)(i) will be
               reduced by the amount of any gross compensation the Executive is
               entitled to receive, whether or not deferred, during the eighteen
               (18) month period following the termination, from any other
               source of employment, which term, for purposes of this Agreement,
               includes self-employment. Provided the Executive is not in
               violation of the requirements of Paragraph 5 or this Paragraph 4,
               the reduction described in the preceding sentence will not apply
               during the twelve (12) month period beginning on the day
               following the Executive's termination of employment hereunder. As
               a condition to receiving the payments under Paragraph 3(a)(i),
               the Corporation may require certification of the Executive's
               employment status and the Corporation may require, in the event
               of the

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               Executive's other employment, proof, in a form acceptable to the
               Corporation, of the Executive's rate of gross compensation from
               the Executive's new employer.

         (ii)  the Corporation's obligation to make payments under Paragraph 3
               (a) shall cease completely and immediately if, without its prior
               written consent, at any time before all such payments have been
               made as scheduled, the Executive shall directly or indirectly
               (whether as a shareholder, owner, partner, consultant, employee,
               or otherwise), engage in any of the "major businesses" in which
               the corporation or its subsidiaries are engaged. A "major
               business" for this purpose is any business segment of the
               Corporation (e.g. carbonless copy paper, thermal paper, or other
               business segments) on the date of termination of employment that
               produced in the last fiscal year of the Corporation which ended
               before the termination occurred, or is projected to produce in
               the fiscal year in which the termination occurs or in either of
               the two succeeding fiscal years after the date of termination,
               more than 5% of the revenues of the Corporation. For this
               purpose, the Executive shall be deemed not a shareholder of a
               company that would otherwise be a competing entity if the
               Executive's record and beneficial ownership of the capital stock
               of such company amount to not more than one (1) percent of the
               outstanding capital stock of any such company subject to the
               periodic and other reporting requirements of Section 13 or
               Section 15(d) of the Securities Exchange Act of 1934, as amended.

(b)      If the Executive's termination of employment occurs within two (2)
         years after a Change of Control, the Executive shall not be required to
         mitigate damages or the amount of any payment hereunder by seeking
         employment or otherwise, nor will any payments hereunder be subject to
         offset or reduction in respect of any claims which the Corporation may
         have against the Executive.

5.       Trade Secrets.
         -------------

         Executive recognizes and acknowledges that the list of the
         Corporation's customers, as well as other confidential information, as
         it may exist from time to time, is a valuable, special, and unique
         asset of the Corporation's business. The Executive will not, during or
         after the term of Executive's employment, disclose any such information
         or any part thereof to any person, firm, corporation, association, or
         other entity for any reason or purpose whatsoever. In the event of a
         breach or threatened breach by the Executive of the provisions of this
         Paragraph 5, the Corporation shall be entitled to an injunction
         restraining the Executive from disclosing, in whole or in part, this
         information. The provisions of this Paragraph 5 are in supplement to,
         and not in derogation of, any prior agreements between the Executive
         and the Corporation concerning rights to inventions and/or confidential
         information. The Corporation will be free to pursue any other remedies
         as it may in its discretion deem to be appropriate under the
         circumstances.

6.       Effect on Pension, Severance and Other Benefits.
         -----------------------------------------------

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         Benefits payable under Paragraph 3 hereof shall not be counted towards
         any pension benefits to which Executive may otherwise be entitled;
         these benefits are also in lieu of, and not in addition to, any
         severance or similar benefits to which the Executive may otherwise be
         entitled under the terms of any policy, plan or program of the
         Corporation. Unless expressly otherwise stated, this Agreement is not
         intended to deprive and does not have the effect of depriving Executive
         of any benefits to which the Executive may be entitled under employee
         benefit, disability, insurance, deferred compensation of similar plans
         or programs of the Corporation.

7.       Change of Control Tax Provisions.
         --------------------------------

         If any payments or benefits provided to Executive under this Agreement
         (the "Payments") will be subject to the tax imposed by Section 4999 of
         the Code (the "Excise Tax"), the Company shall pay to Executive, at the
         time the Payments are paid to Executive, an additional amount (the
         "Gross-Up Payment") such that the net amount retained by Executive,
         after deduction of any Excise Tax on the Payments and any federal,
         state and local income tax and Excise Tax on the Gross-Up Payment
         itself, shall be equal to the Payments.

         For purposes of determining whether any of the Payments will be subject
         to the Excise Tax and the amount of such Excise Tax, (i) any other
         payments or benefits received by Executive in connection with a Change
         of Control or Executive's termination of employment shall be treated as
         "parachute payments" within the meaning of section 280G(b)(2) of the
         Code, and all "excess parachute payments" within the meaning of section
         280G(b)(1) shall be treated as subject to the Excise Tax, unless in the
         opinion of tax counsel selected by the Company's independent auditors
         and acceptable to Executive such other payments or benefits (in whole
         or in part) do not constitute parachute payments, or such excess
         parachute payments (in whole or in part) represent reasonable
         compensation for services actually rendered within the meaning of
         Section 280G(b)(4) of the Code, (ii) the amount of the Payments which
         shall be treated as subject to the Excise Tax shall be equal to the
         lesser of (A) the total amount of the Payments or (B) the amount of
         excess parachute payments within the meaning of Sections 280G(b)(1) and
         (4) (after applying clause (i) above, and after deducting any excess
         parachute payments in respect of which payments have been made), and
         (iii) the value of any non-cash benefits or any deferred payment or
         benefit shall be determined by the Company's independent auditors in
         accordance with the principles of Sections 280G(d)(3) and (4) of the
         Code. For purposes of determining the amount of the Gross-Up Payment,
         Executive shall be deemed to pay federal income taxes at the highest
         marginal rate of federal income taxation in the calendar year in which
         the Gross-Up Payment is to be made and state and local income taxes at
         the highest marginal rates of taxation in the state and locality of
         Executive's residence on the date of Executive's termination of
         employment, net of the maximum reduction in federal income taxes which
         could be obtained from deduction of such state and local taxes.

         If the Excise Tax is subsequently determined to be less than the amount
         taken into account hereunder, Executive shall repay to the Company, at
         the time that the amount of such

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         reduction in Excise Tax is finally determined, the portion of the
         Gross-Up Payment attributable to such reduction. If the Excise Tax is
         determined to exceed the amount taken in account hereunder (including
         by reason of any payment the existence or amount of which cannot be
         determined at the time of the Gross-Up Payment), the Company shall make
         an additional gross-up payment in respect of such excess to Executive
         (plus any interest payable with respect to such excess) at the time
         that the amount of such excess is finally determined.

8.       Assignment.
         ----------

         This Agreement shall be binding upon, inure to the benefit of and be
         enforceable by the Corporation and the Executive and their respective
         heirs, legal representatives, successors and assigns. If the
         Corporation shall be merged into or consolidated with another entity,
         the provisions of this Agreement shall be binding upon and inure to the
         benefit of the entity surviving such merger or resulting from such
         consolidation. The Corporation will require any successor (whether
         direct or indirect, by purchase, merger, consolidation or otherwise) to
         all or substantially all of the business or assets of the Corporation,
         by agreement in form and substance satisfactory to the Executive, to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same extent that the Corporation would be required to
         perform it if no such success had taken place. The provisions of this
         Paragraph 7 shall continue to apply to each subsequent employer of the
         Executive hereunder in the event of any subsequent merger,
         consolidation or transfer of assets of such subsequent employer.

9.       Separability Clause.
         -------------------

         Any provision of this Agreement which is held to be unenforceable or
         invalid in any respect in any jurisdiction shall be ineffective in such
         jurisdiction to the extent that it is unenforceable or invalid without
         affecting the remaining provisions hereof, which shall continue in full
         force and effect. The unenforceability or invalidity of a provision of
         this Agreement in one jurisdiction shall not invalidate or render
         unenforceable such provision in any other jurisdiction.

10.      Withholding.
         -----------

         Notwithstanding the provisions of Paragraph 4(b) hereof, the
         Corporation may, to the extent required by law, withhold applicable
         federal, state and local income and other taxes from any payments due
         to the Executive hereunder.

11.      Applicable Law.
         --------------

         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Wisconsin applicable to contracts made and to
         be performed therein.

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12.    Entire Agreement.
       ----------------

       This instrument contains the entire agreement of the parties, and
       supersedes any earlier agreement between them, relative to the matters
       described herein. It may not be changed orally but only by an agreement
       in writing signed by the party against whom enforcement of any waiver,
       change, modification, extension, or discharge is sought.

        IN WITNESS WHEREOF, the parties have executed this Agreement on the ____
day of _______________________, 20___.
                                                APPLETON PAPERS INC.


                                                By:____________________________


                                                EXECUTIVE


                                                By:____________________________

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                                                                     Schedule A

                               CERTAIN DEFINITIONS

              As used in this Agreement, and unless the context requires a
different meaning, the following terms have the meaning indicated:

"Base Salary" means the Executive's annual rate of base salary in effect on the
 -----------
date on which the Executive's employment terminates, determined before any
deductions for salary deferrals under a non-qualified deferred compensation
plan, or Internal Revenue Code Sections 125 or 402(g).

"Change of Control" means: (1) the termination of the ESOP or amendment of the
 -----------------
ESOP so that it ceases to be an employee stock ownership plan; (2) the ESOP
ceases to own a majority interest in the Company; (3) the sale, lease, exchange
or other transfer of all or substantially all of the assets of the Company (in
one transaction or in a series of related transactions) to a person or entity
that is not controlled by the Company; (4) the approval by the Company
shareholders of any plan or proposal to terminate the Company's business, to
liquidate or dissolve the Company or to sell substantially all the Company's
voting securities; (5) the Company merges or consolidates with any other company
and the Company is not the surviving company of such merger or consolidation; or
(6) any other event or series of events whereby ownership and effective control
of the Company is transferred or conveyed to a person or entity that is not
controlled by the Company.

"Good Reason" means:
 -----------

(a)     prior to a Change of Control, without the Executive's express written
        consent, a reduction of 25% or more of the Executive base annual salary;
        and

(b)     after a Change of Control,

(1)     without the Executive's express written consent,

        i.   A.   a decrease in the Executive's positions, duties,
                  responsibilities or status from those in effect immediately
                  prior to the Change of Control; or

        .    B.   any removal of the Executive from, or failure to re-elect the
                  Executive to, any of the Executive's positions immediately
                  prior to the Effective Date, except in connection with the
                  termination of the employment of the Executive for misconduct,
                  as a result of the death or Permanent Disability of the
                  Executive, or a transfer of the Executive to a comparable
                  position, with no decrease in salary and that does not
                  require relocation, and

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         ii.  the continuance thereof for a period of twenty (20) days after
              written notice thereof from the Executive;

     (2) any failure to pay Executive's base annual salary, or any reduction of
         the Executive's base annual salary or the Executive's Target Bonus in
         effect immediately prior to the Change of Control;

     (3) without the Executive's express written consent, the relocation of the
         principal place of the Executive's employment; and

     (4) any breach of Paragraph 4 (relating to non-complete obligations) and
         Paragraph 5 (relating to Trade Secrets).

"Notice of Disability Termination" means written notice which sets forth in
 --------------------------------
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment for reason of Permanent Disability.

"Permanent Disability" means that Executive would be entitled to receive
 --------------------
benefits under Title II of the Social Security Act, as amended; provided,
however, that any termination of the Executive on account of the Executive's
Permanent Disability shall be communicated by and shall not be effective without
a Notice of Disability Termination.

"Target Bonus" means that percentage of Base Salary payable for "target
 ------------
performance" under the Corporation's annual executive bonus program for the
Corporation's fiscal year in which the Executive's employment terminates or, if
no such percentage has been established, the year prior to such termination.

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