ehxibit10_191.htm


    
      

      

    


    Exhibit
10.19.1

    CONSENT
TO ACTION OF THE

    ESOP
ADMINISTRATIVE COMMITTEE

    OF

    APPLETON
PAPERS INC.

     

    


     

    The undersigned, being all of the
members of the ESOP Administrative Committee of Appleton Papers Inc. (the
“Committee”), hereby consent to the following actions without a formal meeting
of the Committee:

     

    WHEREAS
the Board of Directors of Appleton Papers Inc., by resolution dated December 5,
2007, granted the ESOP Administrative Committee the authority to adopt
non-material amendments to the Appleton Papers Inc. Retirement Savings and
Employee Stock Ownership Plan (the “Plan”); and

     

    WHEREAS
the Committee desires to amend the Plan.

     

    NOW,
THEREFORE, be it resolved that the Committee hereby unanimously adopts the
amendments to the Plan effective January 1, 2008, as set forth in Exhibit A
attached hereto.

    


    IN
WITNESS WHEREOF, the undersigned have in one or more counterparts, each of which
shall be considered an original, but all of which shall constitute one and the
same document, executed this Resolution effective as of the 1st day of
January, 2008.

     

    


     

       /s/ Mark
R.
Richards                                                                       /s/
Thomas J.
Ferree                                                                

    Mark R.
Richards                                                                           Thomas
J. Ferree

    


       /s/ Angela
M. Tyczkowski

    Angela M.
Tyczkowski


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    


     

    Amendment
1

     

    Section 1.10 is amended in its entirety
to read as follows:

     

    


     

    1.10 Code

     

    The term
“Code” means the Internal Revenue Code of 1986, as amended, or any successor
statute.  Reference to a specific section of the Code shall include a
reference to any successor provision.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
2

     

    


     

    Section 1.16(a) is amended in its
entirety to read as follows:

     

    


     

    1.16           Covered
Compensation

     

    (a)           The
term “Covered Compensation” means, for any Plan Year, the regular wages or
salary paid by the Company to a Participant for services during such period,
including overtime, bonus, sales bonus, accrued vacation pay and similar pay,
and the wages or salary paid by the Company to a Participant on a military leave
of absence, but excluding all other special payments, such as severance
payments, and determined before any Savings Percentage election made pursuant to
Section 2.2 or salary reduction elections under a cafeteria plan under Code
Section 125 or a qualified transportation fringe program under Code Section
132(f).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
3

     

    


     

    Section 1.19 is amended in its entirety
to read as follows:

     

    


     

    1.19           Disability

     

    The term
“Disability” means the total and permanent physical or mental incapacity of a
Participant to perform the usual duties of his employment with the Company and
shall be deemed to have occurred only upon (1) the receipt by the Participant of
payments under the Company’s long-term disability program, or (2) the receipt by
the Plan Administrator of medical proof of such incapacity that is satisfactory
to the Plan Administrator.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
4

     

    


     

    Section 1.23 is amended by adding a new
subsection (c) to end thereof to read as follows:

     

    


     

    1.23           Employee

     

    (c)           Notwithstanding
the foregoing, with respect to Mandatory Profit Sharing Contributions, the term
“Employee” shall not include any Bargaining Unit Employee or any non-union
hourly employees working in a Company distribution center.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
5

     

    


     

    Section 1.25 is amended in its entirety
to read as follows:

     

    


     

    1.25 ERISA

     

    The term
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended,
or any successor statute.  Reference to a specific section of ERISA
shall include a reference to any successor provision.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
6

     

    Section 1.63 is amended in its entirety
to read as follows:

     

    


     

    1.63           Retirement

     

    The term
“Retirement” means the termination of employment of a Participant after such
Participant has attained the age of 55 years and has at least ten years of
Service.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
7

     

    


     

    Section 1.65 is amended in its entirety
to read as follows:

     

    


     

    1.65           Rollover
Contribution

     

    The term
“Rollover Contribution” means all of the amounts contributed by an eligible
Employee in accordance with Section 3.6 of the Plan; provided that such amount
is an eligible rollover distribution as such term is defined in the Code and
applicable regulations.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
8

     

    Article I is amended by adding the
following Sections to the end thereof to read as follows:

     

    1.73 Discretionary
Profit Sharing Contribution

     

    The term
“Discretionary Profit Sharing Contribution” means any amounts contributed by the
Company on behalf of a Participant pursuant to Sections 3.2(a) or (b) and
3.3(c)(4).

     

    1.74 Mandatory
Profit Sharing Contribution

     

    The term
“Mandatory Profit Sharing Contribution” means any amounts contributed by the
Company on behalf of a Participant pursuant to Sections 3.2(c) and
3.3(c)(5).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
9

     

    Section 3.2 is amended in its entirety
to read as follows:

     

    3.2 Profit
Sharing Contributions

     

    (a) Subject
to the limitations set forth herein, the Company, in its discretion, may
determine whether a Discretionary Profit Sharing Contribution shall be made to
the Non-ESOP Component of the Plan for a Plan Year, and if so, the amount to be
contributed.  Such amounts shall be credited to each eligible
Participant’s Profit Sharing Account and shall be subject to the Participant’s
investment direction under Section 6.3.

     

    (b) Subject
to the limitations set forth herein, the Company, in its discretion, may
determine whether a Discretionary Profit Sharing Contribution shall be made to
the ESOP Component of the Plan for a Plan Year, and if so, the amount to be
contributed.  Such allocated amounts shall be credited to each
eligible Participant’s ESOP Profit Sharing Account subject to the limitations
and rules governing the ESOP Component of the Plan.

     

    (c) Subject
to the limitations set forth herein, the Company shall make a Mandatory Profit
Sharing Contribution to the Non-ESOP Component of the Plan for each Plan Year,
with the amount of such contribution to be determined pursuant to Section
3.3(c)(5) below.  Such amounts shall be credited to each eligible
Participant’s Profit Sharing Account and shall be subject to the Participant’s
investment directions under Section 6.3.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
10

     

    Section 3.3(c) is amended by changing
all references to the term “Profit Sharing Contributions” within paragraphs (3)
and (4) to the term “Discretionary Profit Sharing Contributions,” by renumbering
paragraph (5) as paragraph (6), and by adding the following new paragraph (5) to
read as follows:

     

    (5) Allocation of Mandatory Profit
Sharing Contributions.  A Mandatory Profit Sharing
Contribution, based upon the schedule set forth below, shall be allocated to the
Non-ESOP Profit Sharing Account of each Participant who: (A) effective beginning
April 1, 2008, has made an affirmative election to cease accruing benefits under
the Appleton Papers Inc. Retirement Plan; (B) was ineligible to commence
participation in the Appleton Papers Inc. Retirement Plan because of the
freezing of the participation provisions of such plan; (C) was ineligible to
commence participation in the Appleton Papers Inc. Retirement Plan because such
Participant did not qualify as an “Eligible Employee” under such plan; or (D)
ceased to accrue benefits under the Appleton Papers Inc. Retirement Plan upon
such Participant’s transfer from a Bargaining Unit Employee to a salaried
employee or to a non-union hourly employee.  Notwithstanding the
foregoing, Participants who do not make the affirmative election referenced in
(A) immediately above and who otherwise meet the eligibility criteria set forth
herein, shall be eligible for this Mandatory Profit Sharing Contribution
beginning with the 2015 Plan Year.  Mandatory Profit Sharing
Contributions shall be made on each Pay Date to eligible Participants who are
employed on the Pay Date based upon their Covered Compensation for the
applicable Pay Period, based upon their age in years on their birthday that
occurs during the Plan Year and based upon their Service in whole years on their
Service anniversary date that occurs during the Plan Year in accordance with the
following schedule:

     

     

    
      
        	 Age
      + Service	 Mandatory Profit Sharing
      Contributions
	 < 35 	 1% of Covered
      Compensation
	 35-49 	 2% of Covered
      Compensation
	 50-64             	 3% of Covered
      Compensation
	 65-79             	 4% of Covered
      Compensation
	 80 or
      more                                                   	 5% of Covered
      Compensation


      

       
                              

    Notwithstanding
the foregoing, a Mandatory Profit Sharing Contribution shall not be made with
respect to a Participant who (a) incurs a Disability and/or (b) is an HCE,
unless the Committee determines, in its complete discretion, that such
application will not cause the Plan in operation to discriminate in favor of
HCEs and thereby fail to comply with Section 401(a)(4) of the Code.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
11

     

    Effective
December 24, 2007, Section 6.3(c) is amended in its entirety to read as
follows:

     

    6.3           Participants’
Designation of Investment Funds under the Non-ESOP Component

     

    (c)           A
Participant who has no designation in effect under Section 6.3 shall be deemed
to have allocated his entire Non-ESOP Account to the Investment Fund designated
by the Committee for this purpose, which Investment Fund shall satisfy the
requirements of Section 404(c)(5) of ERISA and the regulations issued
thereunder.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
12

     

    


     

    The first sentence of Section 6.11(a)
is hereby amended in its entirety to read as follows:

     

    6.11           Participant
Loans

     

    (a)           A
Participant who is an Employee (“Borrower”) may apply to the Plan Administrator
to borrow from the vested portion of the Borrower’s ESOP and Non-ESOP Accounts
(other than the portion of such Accounts attributable to Mandatory Profit
Sharing Contributions) in the Fund, and the Plan Administrator may direct the
Trustee to permit such a Participant Loan distribution.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
13

     

    


     

    The phrase “50% of the balance in the
Plan Component (ESOP or Non-ESOP) from which the Participant Loan is
requested.,” in Section 6.11(b) is hereby amended to read as
follows:

     

    50% of
the balance in the Plan Component (ESOP or Non-ESOP (other than the portion of
such Accounts attributable to Mandatory Profit Sharing Contributions)) from
which the Participant Loan is requested.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
14

     

    Section
7.1(a) is amended in its entirety to read as follows:

     

    7.1           Distribution
Options for Participants who Retire or Incur a Disability

     

    (a)           Non-ESOP Accounts

     

    A
Participant who Retires or becomes Disabled may elect, on a form prescribed by
the Plan Administrator, to receive distribution of the portion of his Non-ESOP
Accounts in a form that provides for:

     

    (1)           payment
in an immediate lump sum;

     

    (2)           payment
in a deferred lump sum after Retirement or Disability;

     

    (3)           payment
in immediate or deferred monthly, quarterly or annual installments over a fixed
period or based upon a fixed payment schedule; or

     

    (4)           payment
in intermittent installments.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
15

     

    Section
7.3(a)(1) is amended in its entirety to read as follows:

     

    7.3           Distribution
Options Upon Termination of Employment/Permanent Layoff

     

    (a)           Upon
the termination of employment of a Participant for any reason other than
Retirement, Disability or death:

     

    (1)           Non-ESOP Accounts

     

    The
Participant may elect, on a form prescribed by the Plan Administrator, to
receive distribution of the portion of his Non-ESOP Accounts in a form that
provides for: (a) payment in an immediate lump sum; (b) payment in an immediate
or deferred monthly, quarterly or annual installments over a fixed period or
based upon a fixed payment schedule; or (c) payment in intermittent
installments.

     

    .

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
16

     

    Section 7.7(b) is amended in its
entirety to read as follows:

     

    


     

    7.7           Participant’s
Right to Consent to Distributions

     

    (b)           For
the period commencing on the Date of Severance and ending on the date a
Participant attains normal retirement age (determined in the same manner as the
determination of whether a Participant has retired), if a Participant’s vested
Combined Account balance is $5,000 or less, the Participant will receive a
distribution of the value of the entire vested portion of such Combined Account
balance and the non-vested portion will be treated as a
forfeiture.  For this purpose, if the value of a Participant’s vested
Combined Account balance is zero, the Participant shall be deemed to have
received a distribution of such vested Combined Account balance immediately upon
his Date of Severance.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
17

     

    Section
7.11 is amended in its entirety to read as follows:

     

    7.11           Withdrawals
After Age 59 1/2

     

    Upon
reaching age 59 1⁄2, a Participant who is fully vested in his Non-ESOP Accounts
may apply to the Administrator for the withdrawal of all or a portion of his
Non-ESOP Accounts.  The Administrator shall establish uniform and
nondiscriminatory rules and procedures regarding the distribution of benefits
pursuant to this Section 7.11.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
18

     

    


     

    The term “ESOP Committee” is hereby
replaced with the term “ESOP Administrative Committee” in each place it appears
in the Plan.