exhibit10_15-1.htm


    
      
        

        

      

       

      Exhibit
10.15.1

      


      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. Principal Life Insurance Company disclaims all liability for
the legal and tax consequences which result from the elections made by the
Employer in this Adoption Agreement.

       

      THE
EXECUTIVE NONQUALIFIED "EXCESS" PLAN

      
        


        ADOPTION
AGREEMENT

        


        THIS
AGREEMENT is the adoption by Appleton
Papers Inc. (the "Company") of the Executive Nonqualified Excess Plan
("Plan").

        


        W I T N E S S E T
H:

        


        WHEREAS,
the Company 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 subject to section 409A; and

        


        WHEREAS,
the Company has been advised by Principal Life Insurance Company to obtain legal
and tax advice from its professional advisors before adopting the
Plan,

        


        NOW,
THEREFORE, the Company 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.

        


        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:

        


         X       (a)           
Company

        


                   (b)          
 The administrative committee appointed by the Board to serve at the
pleasure of the
Board.

        


                   (c)           
Board.

        


                   (d)           
Other (specify):  .

        


        


        2.8           Compensation: The
"Compensation" of a Participant shall mean all of a Participant's:

        


         X       (a)           
Base salary.

        


         X       (b)           
Service Bonus.

        


         X       (c)           
Performance-Based Compensation earned in a period of 12 months or
more.

        


                   (d)           
Commissions.

        


                   (e)           
Compensation received as an Independent Contractor reportable on Form
1099.

        


         X       (f)            Other:
Non-Employee Director’s
Fees.

        


        
          	
                  2.9

                	
                  Crediting
      Date:

                	
                  The
      Deferred Compensation Account of a Participant shall be credited with the
      amount of any Participant Deferral 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.

        


                   (e)           Each
pay day as reported by the Employer.

        


                   (f)         
  Any business day on which Participant Deferrals are received by the
Provider.

        


         X       (g)         
 Other: See
Exhibit A

        


        2.13           Effective
Date:

        


        
          	
                   
      

                	 	
                  (a)

                	
                  This
      is a newly-established Plan, and the Effective Date of the Plan
      is

                	
                   .

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (b)           
      This is an amendment and restatement of a plan
  named

                


        

        
          	
                   
      

                	
                  The
      Nonqualified Excess Plan of Appleton Papers Inc. with an effective
      date of 02/01/2006.

                


        

        The
Effective Date of this amended and restated Plan is 01/01/2008.

        This is
amendment number 1.

        


        
          	
                   
      

                	
                   X

                	
                  (i)

                	
                  All
      amounts in Deferred Compensation Accounts shall be subject to the
      provisions of this amended and restated
Plan.

                


        

        


        
          	
                   
      

                	 	
                  (ii)

                	
                  Any
      Grandfathered Amounts shall be subject to the Plan rules in effect on
      October 3, 2004.

                


        

        


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

        


         X       (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: .

        


        
          	
                  2.23

                	
                  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

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

        


        2.26           Plan: The name of the Plan
is  The
Nonqualified Excess Plan of Appleton Papers Inc..

        


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

        


        2.30           Seniority Date: The date on
which a Participant has:

        


                   (a)           Attained
age  .

        


        
          	
                   
      

                	 	
                  (b)

                	
                  Completed
       
      Years of Service from First Date of
Service.

                


        

        


        
          	
                   
      

                	 	
                  (c)

                	
                  Attained
      age  
      and completed  
      Years of Service from First Date of
Service.

                


        

        


        
          	
                   
      

                	 	
                  (d)

                	
                  Attained
      an age as elected by the
Participant.

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (e)

                	
                  Not
      applicable – distribution elections for Separation from Service are not
      based on Seniority Date

                


        

        


        4.1           Participant 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 2.8 of this Adoption
Agreement) deferred within the annual limits below by the following percentage
or amount as designated in writing to the Committee:

        


         X        (a)           Base
salary:

        


        minimum
deferral:    2%

        


        maximum
deferral:  $_____
or 50%


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


         X        (b)           Service
Bonus:

        


        minimum
deferral:    2%

        


        maximum
deferral:  $_____
or 75%

        


         X        (c)           Performance-Based
Compensation:

        


        minimum
deferral:    2%

        


        maximum
deferral:  $_____
or 75%

        


                   (d)           Commissions:

        


        minimum
deferral:    _____%

        


        maximum
deferral:  $_____
or _____%

        


                   (e)           Form
1099 Compensation:

        


        minimum
deferral:    _____%

        


        maximum
deferral:  $_____
or _____%

        


         X        (f)           Other:  Non-Employee
Director’s Fees

        


        minimum
deferral:    _____%

        


        maximum
deferral:  $_____
or 100%

        


                   (g)           Participant
deferrals not allowed.

        


        4.2           Employer Credits: Employer
Credits will be made in the following manner:

        


        
          	
                   
      

                	
                   X

                	
                  (a)

                	
                  Employer Discretionary
      Credits: The Employer may make discretionary credits to the
      Deferred Compensation Account of each Active Participant in an amount
      determined as follows:

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (i)

                	
                  An
      amount determined each Plan Year by the
  Employer.

                


        

        
          	
                	
                  (ii)

                	
                  Other:

                


        

                                 

        
          	
                   
      

                	
                   X

                	
                  (b)

                	
                  Other Employer Credits:
      The Employer may make other credits to the Deferred Compensation Account
      of each Active Participant in an amount determined as
    follows:

                


        

        


        
          	
                   
      

                	 	
                  (i)

                	
                  An
      amount determined each Plan Year by the
  Employer.

                


        

        
          	               X	
                  (ii)

                	
                  Other: 
      See Exhibit
      A.

                


        

         

                                  (c)            Employer
Credits not allowed.


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        5.2           Disability
of a Participant:

        


         X       (a)           Participants
may elect upon initial enrollment to have accounts distributedupon becoming Disabled.

        


                   (b)           Participants
may not elect to have accounts distributed upon becoming Disabled.

        


        
          	
                  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:
 .

        


         X       (c)           No
additional benefits.

        


        


        
          	
                  5.4

                	
                  In-Service or Education
      Distributions: In-Service and Education Accounts are permitted
      under the Plan:

                


        

        


         X       (a)           In-Service
Accounts are allowed with respect to:

         X           Participant
Deferral Credits only.

                     
 Employer Credits only.

                   
   Participant Deferral and Employer Credits.

        


        In-service
distributions may be made in the following manner:

         X           Single
lump sum payment.

         X           Annual
installments over a term certain not to exceed 5
years.

        


        Education
Accounts are allowed with respect to:

         X           Participant
Deferral Credits only.

                    
  Employer Credits only.

                   
   Participant Deferral and Employer Credits.

        


        Education
Accounts distributions may be made in the following manner:

         X           Single
lump sum payment.

         X           Annual
installments over a term certain not to exceed 5
years.

        


        If
applicable, amounts not vested at the time payments due under this Section cease
will be:

                   
  Forfeited.

                  
   Distributed at Separation from Service if vested at that
time.

        


                   (b)           No
In-Service or Education Distributions permitted.

        


        5.5           Change
in Control Event without a Separation from Service:

        


         X       (a)           Participants
may elect upon initial enrollment to have accounts distributedupon a Change in Control Event.

        


                   (b)           Participants
may not elect to have accounts distributed upon a Change inControl Event.


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        


        
          	
                  5.6  

                	
                  Unforeseeable
      Emergency Event:

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (a)

                	
                  Participants
      may apply to have accounts distributed upon an Unforeseeable Emergency
      event. See
      Exhibit A

                


        

        


        
          	
                   
      

                	 	
                  (b)

                	
                  Participants
      may not apply to have accounts distributed upon an Unforeseeable Emergency
      event.

                


        

        


        6.           Vesting:  An Active
Participant shall be fully vested in the Employer Credits made to
the

        Deferred
Compensation Account upon the first to occur of the following
events:

        


         X       (a)           Normal
Retirement Age.

        


         X       (b)           Death.

        


         X       (c)           Disability.

        


         X       (d)           Change
in Control Event.

        


                   (e)           Other:
                    .

        


         X       (f)           Satisfaction
of the vesting requirement as specified below:

        


         X           Employer
Discretionary Credits:

        


                   (i)           Immediate
100% vesting.

        


                   (ii)           100%
vesting after  
Years of Service.

        


                   (iii)           100%
vesting at age  .

        


         X       (iv)           Number
of
Years                                   Vested

                of
Service                                           Percentage

        


        Less than
1               0%

        1                 20%

        2                  40%

        3                 60%

        4                 80%

        5               100%

        6                ____%               

        7                ____%

        8                ____%

        9                ____%

                            

        For this
purpose, Years of Service of a Participant shall be calculated from the date
designated below:

        


         X       (1)           First
Day of Service.

        


                   (2)           Effective
Date of Plan Participation.

        


                   (3)           Each
Crediting Date. Under this option (3), each EmployerCredit shall vest based on the Years of Service
of aParticipant from the
Crediting Date on which eachEmployer Discretionary Credit is made to his or
her Deferred Compensation Account.

        


         X           Other
Employer Credits:

        


                   (i)           Immediate
100% vesting.

        


                   (ii)          100%
vesting after  
Years of Service.

        


                   (iii)          100%
vesting at age  .

         

                  X                     (iv)         

         

                        Number of
Years                                     
Vested 

                  of
Service                                           Percentage

          


          Less than
1               0%

          1                 20%

          2                  40%

          3                 60%

          4                 80%

          5               100%

          6                ____%               

          7                ____%

          8                ____%

          9                ____%

        

         

        For this
purpose, Years of Service of a Participant shall be calculated from the date
designated below:

        


         X       (1)           First
Day of Service.

        


                   (2)           Effective
Date of 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 Discretionary Credit is made to his or her Deferred Compensation
Account.

        


        
          	
                  7.1

                	
                  Payment Options: Any
      benefit payable under the Plan upon a permitted 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
      Participation Agreement:

                


        

        


        (a)           Separation from Service
prior to Seniority Date, or Separation from Service if
Seniority

        Date is Not
Applicable

        


        
          	
                   
      

                	
                   X

                	
                  (i)

                	
                  A
      lump sum.

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (ii)

                	
                  Annual
      installments over a term certain as elected by the Participant not to
      exceed 5
      years.

                


        

         

        
          	
                	
                   

                	
                  (iii)

                	
                  Other:
      

                


         
     
(b)           Separation from Service on
or After Seniority Date, If Applicable

        
 

        
          	
                   
      

                	 	
                  (i)

                	
                  A
      lump sum.

                


        

        


        
          	
                   
      

                	 	
                  (ii)

                	
                  Annual
      installments over a term certain as elected by the Participant not to
      exceed  years.

                


        

         

        
          	
                	
                   

                	
                  (iii)

                	
                  Other:

                




        (c)           Separation from Service Upon
a Change in Control Event

        


        
          	
                   
      

                	
                   X

                	
                  (i)

                	
                  A
      lump sum.

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (ii)

                	
                  Annual
      installments over a term certain as elected by the Participant not to
      exceed 5
      years.

                


        

         

        
          	
                	
                   

                	
                  (iii)

                	
                  Other:

                


        

         

        (d)           Death

        


        
          	
                   
      

                	
                   X

                	
                  (i)

                	
                  A
      lump sum.

                


        

        


        
          	
                   
      

                	 	
                  (ii)

                	
                  Annual
      installments over a term certain as elected by the Participant not to
      exceed  years.

                


        

         

        
          	
                	
                   

                	
                  (iii)

                	
                  Other:

                




        (e)           Disability

        


        
          	
                   
      

                	
                   X

                	
                  (i)

                	
                  A
      lump sum.

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (ii)

                	
                  Annual
      installments over a term certain as elected by the Participant not to
      exceed 5
      years.

                


        

         

        
          	
                	
                   

                	
                  (iii)

                	
                  Other:

                




        If
applicable, amounts not vested at the time payments due under this Section cease
will be:

        ___           Forfeited

        ___           Distributed
at Separation from Service if vested at that time

        


        (f)           Change in Control Event
without a Separation from Service

        


        
          	
                   
      

                	
                   X

                	
                  (i)

                	
                  A
      lump sum.

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (ii)

                	
                  Annual
      installments over a term certain as elected by the Participant not to
      exceed 5
      years.

                


        

         

        
          	
                	
                   

                	
                  (iii)

                	
                  Other: 

                


        

         

        
          	
                	
                   

                	
                  (iv)

                	
                  Not
      applicable 

                


        

        
           

        

        If
applicable, amounts not vested at the time payments due under this Section cease
will be:

         ___          Forfeited

         ___          Distributed
at Separation from Service if vested at that time

        


        
          	
                  7.4  

                	
                  De
      Minimis Amounts.

                


        

        


        
          	
                   
      

                	 	
                  (a)

                	
                  Notwithstanding
      any payment election made by the Participant, the vested balance in the
      Deferred Compensation Account of the Participant will be distributed in a
      single lump sum payment at the time designated under the Plan if at the
      time of a permitted Qualifying Distribution Event that is either a
      Separation from Service, death, Disability (if applicable) or Change in
      Control Event (if applicable) the vested balance does not exceed $
      .  In addition, the Employer may distribute a Participant's
      vested balance at any time if the balance does not exceed the limit in
      Section 402(g)(1)(B) of the Code and results in the termination of the
      Participant's entire interest in the
Plan

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (b)

                	
                  There
      shall be no pre-determined de minimis amount under the Plan; however, the
      Employer may distribute a Participant's vested balance at any time if the
      balance does not exceed the limit in Section 402(g)(1)(B) of the Code and
      results in the termination of the Participant's entire interest in the
      Plan.

                


        

        


        10.1           Contractual Liability:
Liability for payments under the Plan shall be the responsibility of
the:

        


         X           (a)           Company.

        


        
          	
                   
      

                	 	
                  (b)

                	
                  Employer
      or Participating Employer who employed the Participant when amounts were
      deferred.

                


        

        


        14.           Amendment and Termination of Plan:
Notwithstanding any provision in this Adoption

        Agreement
or the Plan to the contrary, Sections 2.9, 4.2
and 5.6
of the Plan shall be amended to read as provided in attached Exhibit A.

        


        ___           There
are no amendments to the Plan.

        


        
          	
                  17.9

                	
                  Construction: The
      provisions of the Plan 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/
      Thomas J. Ferree

                  
	 
      	 
      	
                    Authorized
      Person

                  


          

           

          The Plan
is adopted by the following Participating Employers:

           

          
            	 
      	 
      	 
      
	
                    American Plastics

                  
	
                    Name
      of Employer

                  
	 
      	 
      
	
                    By:

                  	 
      	
                    /s/
      Thomas J. Ferree

                  
	 
      	 
      	
                    Authorized
      Person

                  
	 
      
	
                    C&H Packaging

                  
	
                    Name
      of Employer

                  
	 
      	 
      
	
                    By:

                  	 
      	
                    /s/
      Thomas J. Ferree

                  
	 
      	 
      	
                    Authorized
      Person

                  
	 
      
	
                    New England Extrusion

                  
	
                    Name
      of Employer

                  
	 
      	 
      
	
                    By:

                  	 
      	
                    /s/
      Thomas J. Ferree

                  
	 
      	 
      	
                    Authorized
      Person

                  


          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Exhibit
A

        


        


        
          	
                   
      

                	
                  Section
      2.9 of the Adoption Agreement shall be amended to read as
      follows:

                


        

        


        
          	
                  2.9

                	
                  Crediting
      Date:

                


        

        


        
          	
                   
      

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

                


        

        


        


         X           (e)           Each
pay day as reported by the Employer.

        


        
          	
                   
      

                	
                  The
      Deferred Compensation Account of a Participant shall be credited with the
      amount of any Employer Credits to such account at the time designated
      below:

                


        

        


         X           (a)           The
last business day of each Plan Year.

        


        


        Section
4.2 of the Adoption Agreement shall be amended to read as follows:

        


        4.2           Employer Credits: Employer
Credits will be made in the following manner:

        


        


        
          	
                   
      

                	
                  X

                	
                  (b)

                	
                  Other Employer Credits:
      The Employer may make other credits to the Deferred Compensation Account
      of each Active Participant in an amount determined as
    follows:

                


        

        


        
          	
                   
      

                	 	
                  (i)

                	
                  An
      amount determined each Plan Year by the
  Employer.

                


        

         

        
          	
                	 X	
                  (ii)

                	
                  Other:
      Employer
      Credits will be calculated as
follows:

                


        

        
          	
                  ·  

                	
                  6%
      of any deferral amounts into the Plan, plus an amount equal to the
      Retirement Contribution percentage associated with the participant’s age +
      service points for the plan year.

                


        

        
          	
                  ·  

                	
                  6%
      of compensation amounts above the IRS Section 401(a)(17)(B) limit
      ($230,000 in 2008, $245,000 in 2009), plus an amount equal to the
      Retirement Contribution percentage associated with your age + service
      points for that year.

                


        

        
          	
                  ·  

                	
                  Credits
      will not be calculated twice on compensation that falls into both
      categories above.

                


        

        


        


        Section
5.6 of the Adoption Agreement shall be amended to read as follows:

        


        
          	
                  5.6  

                	
                  Unforeseeable
      Emergency Event:

                


        

        


        
          	
                   
      

                	
                   X

                	
                  (a)

                	
                  Participants
      may apply to have accounts distributed upon an Unforeseeable Emergency
      event.  This applies to participant deferrals
      only.  No Employer Credits may be distributed due to an
      Unforeseeable Emergency Event.

                


        

        


        
          	
                   
      

                	 	
                  (b)

                	
                  Participants
      may not apply to have accounts distributed upon an Unforeseeable Emergency
      event.