Exhibit 10.33**SEPARATION AGREEMENT AND RELEASE**     This Separation Agreement and Release (this “Agreement”) is entered into as of January9, 2008, by and among Andy J. Brewer (the “Executive”) and Pregis Holding I Corporation, aDelaware corporation (“Pregis I”), and its wholly owned subsidiaries Pregis Holding IICorporation, a Delaware corporation (“Pregis II”), and Pregis Corporation, a Delawarecorporation (“Pregis III”) (Pregis I, Pregis II and Pregis III, collectively the“Companies”) (each of the Executive and the Companies, a “Party” and, collectively,the “Parties”). The Parties acknowledge that the terms and conditions of this Agreementhave been voluntarily agreed to and are intended to be final and binding.**RECITALS**     WHEREAS, the Parties have previously entered into an Employment Agreement, dated as of October12, 2005 (the “Employment Agreement”);     WHEREAS, the Executive and the Companies are parties to a Noncompetition Agreement, dated asof October 12, 2005 (the “Noncompetition Agreement”);     WHEREAS, on October 12, 2005, April 7, 2006 and February 27, 2007, Pregis I granted to theExecutive options (the “Options”) to purchase an aggregate of 173.33 shares of commonstock, par value $0.01 per share, of Pregis I (the “Common Stock”) pursuant to and inaccordance with the terms of Nonqualified Stock Option Agreements between the Executive and PregisI entered into on such dates (the “Option Agreements”);     WHEREAS, pursuant to and in accordance with the terms of the Subscription Agreement betweenPregis I and the Executive, the Executive purchased twenty (20) shares of Common Stock (the“Subscription Agreement”);     WHEREAS, the Executive separated from employment in all capacities with the Companies onNovember 19, 2007 (the “Separation Date”); and     WHEREAS, as a condition precedent and a material inducement for the Companies to provide tothe Executive the Separation Benefits (as defined in Section 1 hereof) and for Pregis I to agree tothe provisions of Section 3 hereof, the Executive has agreed to execute this Agreement and be boundby the provisions herein.     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, andfor the monetary and other consideration set forth below, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:     1. Separation from Employment. The Executive and Companies agree that on theSeparation Date, the Executive resigned from any position or office with or in the Companies ortheir subsidiaries or affiliates, which resignations have been accepted as of the Separation Dateby the Companies or their respective subsidiaries or affiliates. The Executive and Companiesunderstand and agree that from and after the Separation Date the Executive was no longer authorized to incur any expenses, obligations or liabilities on behalf of the Companies or anyof
 

 
their subsidiaries or affiliates. In consideration for acceptance of the terms contained inthis Agreement, the Companies shall (a) pay the Executive his Base Compensation, set at $300,000 asof the Separation Date, for the period commencing on the Separation Date through March 19, 2008, atsuch times and in such amounts as would have been paid in accordance with the Companies’ normalpayroll procedures had the Executive’s employment continued after the Separation Date through March19, 2008; (b) pay the Executive a prorated amount in respect of the Executive’s 2007 IncentiveBonus (as defined in the Employment Agreement) based on the actual performance of the Companiesthrough December 31, 2007 and the number of days in 2007 through the Separation Date, which theCompanies currently expect will be approximately $116,000 (the “2007 Bonus”), payable inequal monthly installments over a twelve-month period beginning with the first payroll periodending after April 1, 2008; and (c) continue to provide the Executive with the same medical anddental benefits provided immediately prior to the Separation Date until March 19, 2008 (thepayments and benefits described in clauses (a), (b) and (c) hereof, the “SeparationBenefits”); provided, however, that the Companies’ obligation to provide theSeparation Benefits shall be conditioned upon (x) the Executive’s continued compliance with hisobligations under the Noncompetition Agreement (as amended hereby) and (y) the Executive’scontinued compliance with his obligations under this Agreement, subject to the provisions ofParagraph 1(c) of the Noncompetition Agreement.     2. Noncompetition Agreement.          (a) The Parties hereby agree that Section 1(a) of the Noncompetition Agreement is amended asfollows: the restrictions described in clause (iii) of Section 1(a) of the NoncompetitionAgreement shall continue until the second anniversary of the Separation Date. The restrictions setforth in Sections 1(a)(i), (ii) and (iv) of the Noncompetition Agreement shall continue untilNovember 19, 2008.          (b) The Noncompetition Agreement shall otherwise remain unchanged and in full force andeffect.     3. Repurchase of Common Stock.          (a) Pregis I and the Executive agree that Pregis I is hereby purchasing from the Executive forcash twenty (20) shares of Common Stock for an aggregate purchase price of $400,000, representingfull and adequate consideration for such shares (the “Repurchase Payment”), payable asfollows:               (i) 50% of the Repurchase Payment shall be paid within thirty (30) days from the date that theExecutive submits the share certificate(s) representing the twenty (20) shares of Common Stock tothe Company; and               (ii) 50% of the Repurchase Payment shall be paid within thirty (30) days following the secondanniversary of the Separation Date; provided, however, that the payment describedin this clause (ii) is conditioned on (x) the Executive’s continued compliance with his obligationsunder the Noncompetition Agreement (as amended hereby) and (y) the Executive’s continued compliance with his obligations under this Agreement, subject to theprovisions of Paragraph 1(c) of the Noncompetition Agreement.
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          (b) In the event of any conflict between or among the provisions of this Agreement and theSubscription Agreement, such conflict shall be resolved in each and every instance in favor of theprovisions of this Agreement.     4. Options. Pregis I and the Executive agree that all of the Options granted to theExecutive pursuant to the Option Agreements are hereby canceled in their entirety. In the event ofany conflict between or among the provisions of this Agreement and the Option Agreements, suchconflict shall be resolved in each and every instance in favor of the provisions of this Agreement.     5. Release of Claims by the Executive.          (a) In consideration of the Companies entering into this Agreement, the sufficiency of whichthe Executive acknowledges, the Executive, with the intention of binding himself and his heirs,executors, administrators and assigns, does hereby release, remise, acquit and forever dischargethe Companies and their subsidiaries and affiliates (the “Company Affiliated Group”), theirpresent and former officers, directors, executives, shareholders, agents, attorneys, employees andemployee benefit plans (and the fiduciaries thereof) and the successors, predecessors and assignsof each of the foregoing (collectively, the “Company Released Parties”) of and from any andall claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sumsof money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities ofwhatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent,unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which theExecutive, individually or as a member of a class, now has, owns or holds, or has at any timeheretofore had, owned or held, arising on or prior to the date hereof, against any Company ReleasedParty in any capacity, including, without limitation, any and all claims (i) in respect of theshares of Common Stock repurchased by Pregis I pursuant to Section 3 hereof, (ii) in respect of theOptions canceled pursuant to Section 4 hereof, (iii) arising out of or in any way connected withthe Executive’s service to any member of the Company Affiliated Group (or the predecessors thereof)in any capacity, or the termination of such service in any such capacity, (iv) for severance orvacation benefits, unpaid wages, salary or incentive payments, (v) for breach of contract, wrongfuldischarge, impairment of economic opportunity, defamation, intentional infliction of emotional harmor other tort, (vi) for any violation of applicable state and local labor and employment laws(including, without limitation, all laws concerning unlawful and unfair labor and employmentpractices) and (vii) for employment discrimination under any applicable federal, state or localstatute, provision, order or regulation, and including, without limitation, any claim under TitleVII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the FairLabor Standards Act, the Americans with Disabilities Act (the “ADA”), the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination inEmployment Act (the “ADEA”) and any similar or analogous state statute (including theIllinois Human Rights Act), excepting only:               (i) rights of the Executive under this Agreement;               (ii) the right of the Executive to receive COBRA continuation coverage in accordance withapplicable law;
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               (iii) claims for accrued and unpaid benefits under any health, disability, retirement or othersimilar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the CompanyAffiliated Group; and               (iv) rights to indemnification the Executive has under the by-laws or certificate ofincorporation of any member of the Company Affiliated Group or otherwise through or from theCompanies, including under any policy of insurance providing indemnification or coverage.          (b) The Executive acknowledges and agrees that the release of claims set forth in this Section5 is not to be construed in any way as an admission of any liability whatsoever by any CompanyReleased Party, any such liability being expressly denied.          (c) The release of claims set forth in this Section 5 applies to any relief no matter howcalled, including, without limitation, wages, back pay, front pay, compensatory damages, liquidateddamages, punitive damages, damages for pain or suffering, costs and attorneys’ fees and expenses,but shall expressly exclude claims based on this Agreement.          (d) The Executive specifically acknowledges that his acceptance of the terms of the release ofclaims set forth in this Section 5 is, among other things, a specific waiver of his rights, claimsand causes of action under Title VII, the ADEA, the ADA and any state or local law or regulation inrespect of discrimination of any kind; provided, however, that nothing herein shallbe deemed, nor does anything contained herein purport, to be a waiver of any right or claim orcause of action which by law the Executive is not permitted to waive.          (e) As to rights, claims and causes of action arising under the ADEA, the Executiveacknowledges that he has been given but not utilized a period of twenty-one (21) days to considerwhether to execute this Agreement. If the Executive accepts the terms hereof and executes thisAgreement, he may thereafter, for a period of seven (7) days following (and not including) the dateof execution, revoke this Agreement as it relates to the release of claims arising under the ADEA.If no such revocation occurs, this Agreement shall become irrevocable in its entirety, and bindingand enforceable against the Executive, on the day next following the day on which the foregoingseven-day period has elapsed. If such a revocation occurs, this Agreement shall be of no force oreffect.          (f) The Executive acknowledges and agrees that he has not, with respect to any transaction orstate of facts existing prior to the date hereof, filed any complaints, charges or lawsuits againstany Company Released Party with any governmental agency, court or tribunal.          (g) The Executive acknowledges that he has been advised to seek, and has had the opportunityto seek, the advice and assistance of an attorney with regard to the release of claims set forth inthis Section 5 and has been given a sufficient period within which to consider the release ofclaims set forth in this Section 5.          (h) The Executive acknowledges that the release of claims set forth in this Section 5 relatesonly to claims which exist as of the date of this Agreement.
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          (i) The Executive acknowledges that the Separation Benefits he is receiving in connection withthe release of claims set forth in this Section 5 are in addition to anything of value to which theExecutive is entitled from the Companies and their affiliates.          (j) The directors and officers of the Companies acknowledge that, as of the date of thisAgreement, they are not aware of any actual or threatened claim or cause of action arising from orin any respect relating to the Employment Agreement or the Executive’s employment by the Companies,or the conclusion thereof. The Companies acknowledge that on the date of this Agreement they arenot aware of any actual or threatened claim or course of action from or in any respect relating tothe Executive’s actions prior to the Separation Date. Nothing contained in this Section 5(j) shallbe deemed to constitute a waiver of any legal rights of the Company Released Parties.     6. Non-disparagement. From and after the Separation Date, the Executive shall notmake or publish any disparaging statements (whether written or oral) regarding any member of theCompany Affiliated Group or the affiliates, directors, officers or executives of any of them.     7. Acknowledgement. The Companies acknowledge and agree that the Executive’semployment was not terminated for Cause (as defined in the Employment Agreement) and that, from andafter the Separation Date, the Companies shall not make any statement or take any position that theExecutive was terminated for Cause.     8. 409A. The Companies hereby represent to the Executive that the Separation Benefitsand the Repurchase Payment will not subject the Executive to the tax imposed under Section 409A ofthe Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder,and the Companies agree to indemnify the Executive in connection therewith. The Company willdefend, hold harmless and indemnify the Executive on a fully grossed-up after tax basis from andagainst any and all claims, losses, liabilities, obligations, damages, interest, penalties,impositions, assessments, demands, judgments, settlements, costs and expenses (including reasonableattorneys’, accountants’ and experts’ fees and expenses) (collectively, “Damages”) with respect toany tax liability of the Executive resulting from any damages that would be imposed under Section409A, and will promptly, but in no event later than five business days after receipt of anyreasonable notice from the Executive to the Company of any claim for damages, pay to the Executivein cash the amount of damages set forth in such notice.     9. Good Reference. No officer or director of the Company will make any disparagingstatements about Executive. The Company shall provide a telephonic reference in accordance withthe attached Exhibit A.     10. Return of Company Property. The Executive shall return to the Companies any andall documents, files, credit cards and other property of any kind belonging to the Companies notlater than the date hereof.     11. Notices. Any notice required or desired to be delivered hereunder shall be inwriting and shall be delivered personally, by courier service, or by certified mail, return receiptrequested, and shall be effective when actually delivered to the Party to whom such notice shall
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be directed and shall be addressed as follows (or to such other address as the Party entitled tonotice shall hereafter designate in accordance with the terms hereof):       If to the Companies: With a copy to:       c/o AEA Investors LLC Fried, Frank, Harris, Shriver & Jacobson LLP  Park Avenue Tower One New York Plaza  65 East 55th Street New York, NY 10004  New York, NY 10022 Attn: Howard Adler, Esq.  Attn: Sanford Krieger         If to the Executive: With a copy to:       Andy J. Brewer Bellows and Bellows, P.C.  1405 Scott Avenue 209 S. LaSalle Street, Suite 800  Winnetka, IL 60093 Chicago, Illinois 60604    Attn: Laurel Bellows     12. Withholding. Notwithstanding anything in this agreement to the contrary, theCompanies shall have the right to deduct from any amount payable under this Agreement any taxes orother amounts required by applicable law to be withheld.     13. Complete Agreement. This Agreement and the Noncompetition Agreement (as modifiedhereby) constitute the complete agreement of the Parties with respect to the subject matter hereofand shall supersede all agreements between the Parties to the extent they relate in any way to theemployment, termination of employment, compensation and executive benefits of the Executive.     14. Severability. Each provision hereof and portion thereof is severable, and if oneor more provisions hereof or portions thereof are declared invalid, the remaining provisions andportions thereof shall nevertheless remain in full force and effect. If any provision of thisAgreement or portion thereof is so broad, in scope or duration or otherwise, as to beunenforceable, such provision shall be interpreted to be only so broad as is enforceable.     15. No Waiver. The failure to enforce at any time any of the provisions of thisAgreement or to require at any time performance by another party of any of the provisions hereofshall in no way be construed to be a waiver of such provisions or to affect the validity of thisAgreement, or any part hereof, or the right of any Party thereafter to enforce each and every suchprovision in accordance with the terms of this Agreement.     16. Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The Parties represent that each signatory to this Agreement on his, its ortheir behalf is authorized to make the promises and commitments herein.
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     17. Successors. This Agreement shall be binding upon any and all successors andassigns of the Executive and the Companies, including their present, former and future parents,subsidiaries, affiliates, divisions, predecessors, successors and assigns and their respectivepresent, former and future officers, directors, shareholder, partners, joint venturers, insurers,benefit plans, plan fiduciaries and plan administrators, employees, agents and representatives..The Company will require any successor to, or purchaser or acquirer of (in each case, whetherdirect or indirect, by purchase, merger, consolidation, reorganization or otherwise), all orsubstantially all of the business and/or assets of the Company to assume expressly and agree toperform this Agreement in the same manner and to the same extent that the Company would be requiredto perform it if no such succession, purchase or acquisition had taken place.     18. Third-Party Beneficiary. Each of the Company Released Parties shall be athird-party beneficiary with respect to Section 5 and shall be entitled to enforce the provisionsthereof.     19. Governing Law. Except for issues or matters as to which federal law isapplicable, this Agreement shall be governed by and construed and enforced in accordance with thelaws of the State of New York without giving effect to the conflicts of law principles thereof.     20. Headings. The captions and headings contained in this Agreement are forconvenience only and shall not be construed as a part of the Agreement.
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year firstabove written.      COMPANIES: