exhibit10_23.htm


    
      

      

    

    Exhibit
10.23

    


    Appleton
Papers Inc.

    Long
Term Incentive Plan

    (As
Amended and Restated Effective January 1, 2009)

     

    ARTICLE
1.

     

    Purpose and Effective
Date

     

    1.1 Purpose

     

    The Board
adopted the Plan for the purpose of assisting the Company in attracting and
retaining key management employees who are in a position to make a significant
contribution to the growth and profitability of the Company by providing a
reward for performance and incentive for future endeavor.  The Plan
will be implemented through the opportunity to earn Phantom Stock Units, the
value of which is related to the appreciation in the value of the Company’s
stock.

     

    1.2 Effective
Date

     

    The
effective date of the Plan (the “Effective Date”) is the date upon which a
controlling interest in the Company is acquired by Paperweight Development
Corporation.  The effective date of the Plan as restated herein is
January 1, 2009.

     

    ARTICLE
2.

     

    Definitions

     

    Capitalized
words and phrases used in the Plan have the following meanings unless otherwise
expressly provided herein:

     

    2.1 Board

     

    "Board"
means the Board of Directors of Appleton Papers Inc.

     

    2.2 Cause

     

    "Cause"
in connection with the termination of the Participant's employment with the
Company, means that, in the judgment of the Committee, based upon any
information or evidence reasonably persuasive to the Committee, the Participant:
(1) willfully engaged in activities or conducted himself or herself in a manner
seriously detrimental to the interests of the Company or its subsidiaries and
affiliates; or (2) failed to execute the duties reasonably assigned to him or
her in a reasonably timely, effective, or competent manner; provided, however,
that the termination of the Participant's employment because of Disability shall
not be deemed to be for Cause.

     

    2.3 Change of
Control

     

    “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 Common Stock; (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.

     

    
      
         

      

      
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    2.4 Committee

     

    “Committee”
means the Compensation Committee of the Board.

     

    2.5 Common
Stock

     

    "Common
Stock" means the common stock of Paperweight Development
Corporation.

     

    2.6 Company

     

    "Company"
means Appleton Papers Inc., 825 East Wisconsin Avenue, Appleton, Wisconsin
54911-1703.  “Company” also means (except where the context relates
solely to Appleton Papers Inc.) any subsidiary or other affiliate of Appleton
Papers Inc. who employs an Eligible Employee (as designated by the Committee in
accordance with Section 4.1).  Any such subsidiary or affiliate of
Appleton Papers Inc. that has become a “Company” as provided above is deemed to
have designated Appleton Papers Inc. as its agent with respect to amending or
terminating the Plan.  Any such action by Appleton Papers Inc. shall
be binding on such subsidiary or affiliate at the time taken.

     

    2.7 Disability

     

    “Disability”
means a physical or mental condition of the Participant which results in the
Participant receiving benefits under an applicable Company’s long term
disability insurance plan, or in the event the Participant is not participating
in a Company long term disability insurance plan, means disability as defined
under the long term disability plan of Appleton Papers Inc.

     

    2.8 Eligible
Employee

     

    "Eligible
Employee" means an employee of Appleton Papers Inc. in the following
classifications:  (1) the Chief Executive Officer, (2) a Vice
President or Mill Manager, (3) a director-level employee; and (4) any other key
employee of a participating Company who has been designated by the Committee as
an Eligible Employee.

     

    2.9 Employment.

     

    References
in the Plan to “employment” with the Company; “year(s) of employment” and
“termination of employment” shall in all events refer to the total period of
employment with Appleton Papers Inc. and any of its subsidiaries or
affiliates.  For example, a Participant’s termination of employment
for purposes of the Plan shall occur at the time the Participant is no longer
employed by Appleton Papers Inc., or any of its subsidiaries or
affiliates.

     

    2.10 ESOP.

     

    "ESOP"
means the Appleton Papers Retirement Savings and Employee Stock Ownership
Plan.

     

    2.11 Exercise
Date

     

    “Exercise
Date” means the date upon which a Participant delivers a Notice of Exercise as
provided herein during the Exercise Period and within the Exercise Window
indicating the Participant’s intention to cash out the Phantom Stock Units
granted pursuant to a particular Grant Confirmation.

     

    2.12 Exercise
Period

     

    “Exercise
Period” means, with respect to a particular grant of Phantom Stock Units, the
period or periods during which such Phantom Stock Units are exercisable, as
determined by the Committee on the Grant Date and as set out in the Grant
Confirmation.

     

    2.13 Exercise
Window

     

    “Exercise
Window” means each 60 day period following the date of the announcement of the
Fair Market Value assigned to the Common Stock as of June 30th and
December 31st of each
year as confirmed by Notice sent to each Participant by the Company on a
semi-annual basis as soon as administratively practical after the date of
announcement.

     

    
      
         

      

      
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    2.14 Fair Market
Value

     

    “Fair
Market Value” means the fair market value of a Phantom Stock Unit which is equal
to the fair market value most recently assigned to Common Stock under the terms
of the ESOP prior to the Grant Date or the Exercise Date, as
applicable.  For Example, an exercise of a Phantom Stock Unit during
an Exercise Window between January 1 and June 30 will be based on the fair
market value assigned to the Common Stock under the ESOP on the prior December
31 valuation. An exercise during an Exercise Window between July 1 and December
31 will be based on the prior June 30 valuation.

     

    2.15 Participant

     

    “Participant”
means an Eligible Employee who participates in the Plan in accordance with
Article 4.

     

    2.16 Phantom Stock
Unit

     

    “Phantom
Stock Unit” means a bookkeeping unit and accounting mechanism designed to
measure the value of a nonequity compensation unit payable as taxable
compensation to the Participant in accordance with Article 5.  One
Phantom Stock Unit has a value, as of the date of grant to a Participant
pursuant to Section 4.1, equal to the value of one share of Common Stock at such
time (as determined pursuant to Section 5.6).

     

    2.17 Plan

     

    “Plan”
means the Appleton Papers Inc. Long Term Incentive Plan, as set forth herein and
as amended from time to time.

     

    2.18 Plan
Year

     

    “Plan
Year” means the fiscal year of Appleton Papers Inc.

     

    2.19 Representative

     

    “Representative”
means the personal representative of the Participant's estate, and after final
settlement of the Participant's estate, the successor or successors entitled
thereto by law.

     

    2.20 Retirement

     

    “Retirement”
means termination of employment with the Company under a tax-qualified
retirement plan maintained by the Company or an applicable subsidiary or
affiliate, including early retirement under such plan.

     

    


     

    ARTICLE
3.

     

    Plan
Administration

     

    3.1 Committee
Administration

     

    The
Committee shall be responsible for the operation and administration of the Plan.
The decision of a majority of the members of the Committee shall consti­tute
the decision of the Committee.  The Committee may act either at a
meeting at which a majority of the members of the Committee is present or by a
writing signed by all Committee members.  The Committee shall have
full discretion, power and authority to make factual determinations, construe,
interpret and administer the Plan, to adopt such rules and regulations governing
the administration of the Plan, and shall exercise all other duties and powers
conferred on it by the Plan, or which are incidental or ancillary thereto, and
may designate agents to assist it in administration of the Plan.  The
Committee shall have the sole, final and conclusive authority to determine,
consistent with and subject to the provisions of the Plan, the individuals
eligible to participate in the Plan, the Participants to whom Phantom Stock
Units are to be awarded, the number of Phantom Stock Units to be awarded,
vesting of awards and all other matters relating to the
Plan.  Benefits will be paid only if the Committee determines in its
discretion that the applicant is entitled to them.

     

    
      
         

      

      
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    3.2 Maximum Reserved
Units

     

    The
maximum number of Phantom Stock Units that may be granted each year shall be
authorized by the Compensation Committee of the Board of Directors in accordance
with the executive compensation goals and policies.

     

    3.3 Changes in Capital
Structure

     

    If there
is a change in the outstanding Common Stock by reason of the issuance of
additional units, recapital­ization, reclassification, reorganization or
similar transaction, the Committee shall proportionately adjust, in an equitable
manner, the aggregate number of available Phantom Stock Units and the number of
Phantom Stock Units held by Partici­pants.  The adjustment shall
be made in a manner that will cause the relationship between the aggregate
appreciation in the outstanding Common Stock and the increase in value
represented by each Phantom Ownership Unit to remain unchanged as a result of
the transaction.

     

    ARTICLE
4.

     

    Participation and
Awards

     

    4.1 Annual
Grants

     

    Phantom
Stock Units shall be granted, as of the first day of a Plan Year (the “Grant
Date”), to all Eligible Employees who are Participants with respect to that Plan
Year.  Before the beginning of each Plan Year, the Committee shall
designate those key management employees of the Company who are Eligible
Employees for the Plan Year (in addition to those of the Chief Executive
Officer, Vice Presidents, Mill Managers and director-level employees of Appleton
Papers Inc.) who are so designated for the Plan Year and shall notify
Participants of such designation.  The number of Units awarded to each
Participant or class of Participants, if any, shall be determined by the
Committee in its sole discretion, before the beginning of each Plan
Year.  The Committee shall notify Participants of the Units awarded
for a Plan Year (“Grant Confirmation”) as soon as administratively practical
after such awards have been established by the Committee.

     

    4.2 New Hires and Employment
Classification Changes

     

    An
individual who becomes an Eligible Employee after the beginning of the Plan
Year, either as a newly hired employee or as a result of a change in employment
classification, shall be entitled to receive a grant of Phantom Stock Units for
such Plan Year in accordance with Section 4.1, prorated based on the number of
days during the Plan Year that such individual was an Eligible
Employee.

     

    ARTICLE
5.

     

    Vesting and Exercise of
Units

     

    5.1 Vesting

     

    A Phantom
Stock Unit shall vest and, except as otherwise provided in Section 5.3 or 5.4,
become exercisable on the completion of three (3) full years of employment
commencing with the Grant Date of the Phantom Stock Unit or the occurrence of a
Change of Control.  Upon termination of employment due to the
Participant’s death, Disability or Retirement, an award of Phantom Stock Units
shall be 0% vested if such employment termination occurs before the completion
of one (1) full year of employment commencing with the Grant Date, 33.3% vested
if such employment termination occurs on or after the completion of one (1) full
year of employment, but before completion of two (2) full years of employment
commencing with the Grant Date, and shall be 66.7% vested if such employment
termination occurs on or after the completion of two (2) full years of
employment but before the completion of three (3) full years of employment
commencing with the Grant Date.  Any grant of Phantom Stock Units, or
portion thereof, not vested according to the foregoing schedule on the date of
the Participant's termination of employment for any reason shall be
forfeited.

     

    5.2 Expiration

     

    Phantom
Stock Units shall expire, and cease to be exercisable, at the earliest of the
following times: (1) ten (10) years after the Grant Date; (2) the close of the
second (2nd)
Exercise Window that occurs after the Participant's termination of employment
with the Company due to death, Disability or Retirement; (3) the close of the
first (1st)
Exercise Window that occurs after the Participant's termination of employment
for any reason other than death, Disability or Retirement; or (4) immediately on
termination of employment with the Company for any reason, if the Phantom Stock
Unit has not vested as of the employment termination date.

     

    
      
         

      

      
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    5.3 Exercise of
Units

     

    Vested
Phantom Stock Units may be exercised by the Participant (or by the Participants
Representative in the event of the Participant’s death), in whole or in part, at
any time on or before the applicable Unit expiration
date.  Notwithstanding the foregoing, Phantom Stock Units may be
exercised only during the two (2) Exercise Window periods each Plan Year that
are established by the Committee and communicated in writing to
Participants.  To initiate the process for the exercise of a Phantom
Stock Unit, the Participant shall deliver to the Committee a written notice of
intent to exercise, on forms approved by the Committee for such purpose,
specifying the number of units being exercised (“Notice of
Exercise”).  The date of exercise of a Phantom Stock Unit shall be
determined under procedures established by the Committee, but in no event shall
the date of exercise precede the date on which the written Notice of Exercise
has been received by the Committee.  Provided that all conditions
precedent contained in the Plan are satisfied, the Committee shall make payment
for the exercised Units in accordance with Section 5.5.

     

    5.4 Vesting and Exercise Upon
Change of Control

     

    Notwithstanding
Sections 5.2 and 5.3 above, upon a Change of Control, all Phantom Units
outstanding at the time of the Change of Control shall be fully vested and
exercised automatically as of such date.

     

    5.5 Payment For Exercised
Units

     

    Upon
exercise of a vested Phantom Stock Unit in accordance with Section 5.3 or 5.4,
payment, less applicable withholding taxes (including without limitation income
tax deducted at the source under the United Kingdom Pay As You Earn (“PAYE”)
System, primary National Insurance Contributions (“NIC”) or any similar
liability payable by reason of any conferment of benefit under the Plan), shall
be made to the Participant (or to the Participant’s Representative in the event
of the Participant’s death) in a single sum cash payment in an amount equal to
the value of the Phantom Stock Unit on the date such unit is exercised minus the
value of the unit on the grant date of such unit.  This cash payment
will be paid in the currency in which such Participant is paid the majority of
his or her remuneration by multiplying the amount by the appropriate currency
exchange rate as posted in the Wall Street Journal on the last date of the
valuation of the Common Stock.  Payment will be made as soon as
practicable after exercise, but no later than two and one-half months following
the year of exercise.

     

    5.6 Unit
Valuation

     

    The value
represented by a Phantom Stock Unit shall be the greater of: (1) the Fair Market
Value of a share of Common Stock; (2) the price per share of Common Stock
received as a result of a Change of Control; or (3) a public offering
price.

     

    5.7 Tax
Withholding

     

    The
Committee shall deduct from payments made under the Plan any federal, state or
local withholding or other taxes or charges (including without limitation income
tax deducted at the source under the United Kingdom Pay As You Earn (“PAYE”)
System, primary National Insurance Contributions (“NIC”) or any similar
liability payable by reason of any conferment of benefit under the Plan) which
the Company is required to deduct under applicable law.

     

    5.8 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.

     

    
      
         

      

      
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    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 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.

     

    5.9 Forfeitures

     

    Notwithstanding
any other provision of the Plan, all rights to any payments under the Plan,
shall be discontinued and forfeited, and the Company will have no further
obligation to the Participant if

     

    
      	
              a.        

            	
              the
      Participant is discharged from employment with the Company or its
      subsidiaries and affiliates for Cause, or the Participant performs during
      the course of his employment with the Company or its subsidiaries and
      affiliates acts of willful malfeasance or gross negligence in a matter of
      material importance to the Company,
or

            


    

     

    
      	
              b.        

            	
              the
      Participant violates any express restrictive covenant between Participant
      and Company (whether relating to obligations of confidentiality,
      non-competition, non-solicitation or
otherwise).

            


    

     

    Absent a
Change of Control, any decision of the Committee with respect to the application
of the provisions of this Section 5.9 shall have a presumption of correctness,
and the burden shall be on the Participant to rebut such presumption by clear
and convincing evidence.

     

    5.10 Presumed
Competency

     

    Every
person receiving or claiming payments under the Plan shall be conclusively
presumed to be mentally competent until the date on which the Committee receives
a written notice in a form and manner acceptable to the Committee that such
person is incompetent and that a guardian, conservator or other person legally
vested with the interest of his or her estate has been appointed.  In
the event a guardian or conservator of the estate or any person receiving or
claiming payments under the Plan shall be appointed by a court of competent
jurisdiction, payments under the Plan may be made to such guardian or
conservator provided that the proper proof of appointment and continuing
qualifica­tion is furnished in a form and manner acceptable to the
Committee.  Any such payments so made shall be a complete discharge of
any liability or obligation of Company or the Committee regard­ing such
payments.

     

    5.11 Forfeiture of Unclaimed
Benefits

     

    Each
Participant shall keep the Committee informed of his or her current address. The
Committee shall not be obligated to search for the whereabouts of any
person.  If the Committee is unable to locate any person to whom a
payment is due under the Plan or a distribution payment check is not presented
for payment, such payment shall be irrevocably forfeited at the earlier of: (1)
the day preceding the date such payment would otherwise escheat pursuant to any
applicable escheat law; or (2) the later of three (3) years after the date on
which the payment was first due or ninety (90) days after issuance of the
check.  Forfeited payments shall be returned to the
Company.

     

    
      
         

      

      
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    ARTICLE
6.

     

    Miscellaneous
Provisions

     

    6.1 Nonguarantee of
Employment

     

    No
employee or other person shall have any claim or right to participate in the
Plan except as designated by the Committee.  Neither the Plan nor any
action taken pursuant to the Plan shall be construed as giving any employee any
right to be retained in the employ of the Company.

     

    6.2 No Rights As
Shareholder

     

    Phantom
Stock Units shall not entitle the Participant to an equity interest in the
Company nor give the Participant the rights of a shareholder ­in the
Company.

     

    6.3 Nonassignable

     

    Phantom
Stock Units are an unfunded promise to pay and are not property.  Any
rights and privileges represented by a Phantom Stock Unit may not be
trans­ferred, assigned, pledged or hypothecated in any manner, by operation
of law or otherwise, and shall not be subject to execution, attachment or
similar process except as provided in Section 6.5.

     

    6.4 Unfunded
Plan

     

    The Plan
shall at all times be unfunded and no provision shall at any time be made with
respect to segregating assets of the Company for payment of benefits under the
Plan.  No Participant or other person shall have any interest in any
particular assets of the Company ­and shall have only the rights of a
general unsecured creditor of the Company with respect to any rights under the
Plan.

     

    6.5 Offsets

     

    As a
condition to eligibility to participate in the Plan, each Participant
consen­ts to the deduction from amounts otherwise payable to the Participant
under the Plan all amounts owed by the Participant to the Company and its
subsidiaries and affiliates to the maximum extent permitted by applicable
law.

     

    6.6 Limitation of
Actions

     

    No
lawsuit with respect to any benefit payable or other matter arising out or
relating to the Plan may be brought before exhaustion of claim and review
procedures established by the Committee, and any lawsuit must be filed no later
than nine (9) months after a claim is denied or be forever barred.

     

    6.7 Amendment and
Termination

     

    The Board
may amend or terminate the Plan at any time.; provided that no amendment to the
Plan may alter, impair or reduce the number of Phantom Stock Units earned before
the effective date of the amendment without the written consent of the affected
Participants.  No Phantom Stock Units may be awarded after the date of
Plan termination although payments shall be made in accordance with the Plan
with respect to Phantom Stock Units awarded before the date of Plan termination.
Notwithstanding anything herein to the contrary, the Committee, in its sole
discretion, may accelerate the time for exercise of vested Phantom Stock Units
upon Plan termination.

     

    6.8 Governing Law;
Jurisdiction

     

    The Plan
shall be governed by, and construed in accordance with, the laws of the State of
Wisconsin.  By participating in the Plan, the Participant irrevocably
consents to the exclusive jurisdiction of the courts of the State of Wisconsin
and of any federal court located in Milwaukee, Wisconsin in connection with any
action or pro­ceeding arising out of or relating to the Plan, any document
or instrument delivered pursuant to or in connection with the Plan.


    
      
         


      

      
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