exhibit10_24-3.htm


    
      

      

    

    Exhibit
10.24.3

     

    APPLETON
PAPERS INC.

     

    Amendment
to

     

    Appleton Papers Retirement
Plan

     

    


     

    The
Appleton Papers Inc. Retirement Plan, as amended through December 5, 2007 (the
“Plan”), is hereby further amended as set forth below:

     

    1. Article
14 is amended by substituting the word “Compensation” for the word “Earnings”
each place it appears therein, and by amending section 14.01(b)(5) thereof to
read as follows, with effect from the first Limitation Year commencing after
July 1, 2007:

     

    
      	
               
      

            	
              (5)

            	
              Compensation:

            


    

     

    
      	
               
      

            	
              (A)

            	
              “Compensation”
      for any Limitation Year means wages, salaries, and fees for professional
      services and other amounts received (without regard to whether or not an
      amount is paid in cash) for personal services actually rendered in the
      course of employment with the Company or an Affiliate to the extent that
      the amounts are includible in gross income (including, but not limited to,
      commissions paid to salesmen, compensation for services on the basis of a
      percentage of profits, commissions on insurance premiums, tips, bonuses,
      fringe benefits, reimbursements and expenses allowances), and excluding
      the following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              employer
      contributions to a plan of deferred compensation which are not includible
      in the employee’s gross income for the taxable year in which contributed,
      or employer contributions under a simplified employee pension plan to the
      extent such contributions are deductible by the employee, or any
      distributions from a plan of deferred
  compensation;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              amounts
      realized from the exercise of a non-qualified stock option, or when
      restricted stock (or property) held by the employee either becomes freely
      transferrable or is no longer subject to a substantial risk of
      forfeiture;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              amounts
      realized from the sale, exchange or other disposition of stock acquired
      under a qualified stock option; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              other
      amounts which receive special tax benefits, or contributions made by the
      employer (whether or not under a salary reduction agreement) toward the
      purchase of an annuity described in Section 403(b) of the Code, (whether
      or not the amounts are actually excludable from the gross income of the
      employee).

            


    

     

    
      	
               
      

            	
              (B)

            	
              For
      years commencing on and after January 1, 1989, Compensation shall be
      limited to the first $200,000 of Compensation (as such amount may be
      adjusted from time to time by the Secretary of the Treasury in a manner
      similar to §415(d) of the Code), except the first adjustment to the
      $200,000 limitation shall be effected on January 1, 1990; and for each
      Plan Year beginning on or after January 1, 1994, such limitation shall be
      $150,000 ($160,000, effective January 1, 1997), as adjusted. If the Plan
      determines Compensation on a period of time that contains fewer than
      twelve calendar months, then the limitation on Compensation is an amount
      equal to the annual Compensation limit for the calendar year in which the
      Compensation period begins multiplied by the ratio obtained by dividing
      the number of full months in the period by twelve. Prior to January 1,
      1997, in determining the Compensation of a Participant for purposes of
      this limitation, the rules of Section 414(q)(6) of the Code shall apply,
      except in applying such rules, the term “family” shall include only the
      Spouse of a Participant and any lineal descendants of the Participant who
      have not attained age 19 before the close of the Plan Year. If, as a
      result of the application of such rules, the adjusted limitation is
      exceeded, then the limitation shall be prorated among the affected
      individuals in proportion to each such individual’s Compensation as
      determined under this Section 14.01(b)(5) prior to the application of the
      limitation. Effective January 1, 1997, such family aggregation rules shall
      not apply. Effective for Plan Limitation Years beginning on or after
      January 1, 1998, “Compensation” for purposes of this Section 14.01(b)(5)
      shall include any elective deferral (as defined in Section 402(g)(3) of
      the Code), any amount which is contributed to or deferred by the Employer
      at the election of the Employee and which is not includible in the gross
      income of the Employee by reason of Section 125 or 457 of the Code, and,
      effective January 1, 2000, any elective amounts that are not includible in
      the gross income of the Employee by reason of Section 132(f) of the
      Code.

            


    

     

    (C)           Compensation timing
rules.

    


    (i)           General:  In
order to be taken into account for a Limitation Year, Compensation within the
meaning of section 415(c)(3) must be (i) actually paid or made available to a
Participant (or, if earlier, includible in the gross income of the Participant)
within the Limitation Year, and (ii) except as provided in clause (ii) below,
paid or treated as paid to the Participant prior to the Participant's severance
from employment. Any payment that is not described in this clause (i) or clause
(ii) below is not considered Compensation if paid after severance from
employment. Thus, Compensation does not include severance pay, or parachute
payments within the meaning of section 280G(b)(2), if they are paid after
severance from employment, and does not include post-severance payments under a
nonqualified unfunded deferred compensation plan unless the payments would have
been paid at that time without regard to the severance from
employment.

     

    (ii)           Compensation
paid after severance from employment.
Provided that payment is actually made by the later of 2 1⁄2 months after
severance from employment or the end of the Limitation Year that includes the
date of severance from employment, the following amounts are included in
Compensation:  (1) regular compensation paid after severance
from employment for services during the Participant's regular working hours, and
compensation for services outside the Participant's regular working hours (such
as overtime or shift differential), commissions, bonuses, or other similar
payments; provided
that the payment would have been paid to the Participant prior to a severance
from employment if the Participant had continued in employment with the Company,
and (2) payment for unused accrued bona fide sick, vacation, or other leave, but
only if the Participant would have been able to use the leave if employment had
continued.

     

     

    
      	
               
      

            	
              (iii)

            	
              Salary
      continuation payments for military service or disability. The rule of clause
      (ii)(1) above shall not apply to: (1) payments to an individual who does
      not currently perform services for the Company by reason of qualified
      military service (as defined in Code §414(u)(1)) to the extent those
      payments do not exceed the amounts the individual would have received if
      the individual had continued to perform services for the Company rather
      than entering qualified military service, or (2) payments made to an
      Participant who is permanently and totally disabled (as defined in Code §
      22(e)(3)).

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Interaction
      with Code §417(a)(17). The definition of Compensation for a Plan
      Year that is used for purposes of applying the limitations of Code §415
      shall not reflect Compensation for such year that is in excess of the
      limitation under Code §401(a)(17) that applies to that Plan
      Year.”

            


    

     

    2. Except as
set forth above, the Plan is ratified and confirmed in its
entirety.

     

    
    

     

    
      	 	 APPLETON
      PAPERS INC. BENEFITS FINANCE COMITTEE
	 	 
	 	 
	 	 /s/ Mark R.
      Richards
	 	 Mark R.
      Richards
	 	 
	 	 /s/ Thomas J.
Ferree
	 	 Thomas J.
      Ferree
	 	 
	 	 /s/
      Kerry S. Arent
	 	 Kerry S.
      Arent