exhibit10_201.htm


    
      

      

    


    Exhibit
10.20.1

    RESOLUTIONS

    OF
THE BOARD OF DIRECTORS

    OF
APPLETON PAPERS INC.

    


    WHEREAS,
Appleton Papers Inc. (the “Company”) sponsors the Appleton Papers Inc.
Retirement Plan, as amended through August 10, 2006 (the “Plan”), for the
exclusive benefit of its eligible employees and their eligible
beneficiaries;

     

    WHEREAS,
pursuant to Section 11.01 of the Plan, the Company, by action of its Board of
Directors, may amend the Plan in whole or in part, at any time or from time to
time; and

     

    WHEREAS,
the Company desires to amend the Plan, effective January 1, 2008, to (i) provide
that no individual hired (or re-hired) on or after January 1, 2008, shall be
eligible to participate in the Plan, and (ii) to freeze benefits accrued under
the Plan as of:  (1) April 1, 2008, with respect to Plan participants
who elect to participate in a “Mandatory Profit Sharing Contribution” under the
Appleton Papers Inc. Retirement Savings and Employee Stock Ownership Plan (as
such term is defined therein), or (2) January 1, 2015, in the case of any other
Plan participant.

     

    NOW
THEREFORE, it is:

     

    RESOLVED,
that the amendments to the Appleton Papers Inc. Retirement Plan, as amended
through August 10, 2006 (the “Plan”), and as further amended, in the form
affixed hereto as Exhibit B, be and they hereby are approved and adopted,
effective January 1, 2008 (with certain other effective dates as set forth
therein):

     

    FURTHER
RESOLVED, that the officers of the Company and/or the Plan’s Pension Benefit
Finance Committee, be, and each of them hereby is, authorized and directed to do
or to cause to be done all further acts and things as they or any of them shall
deem necessary or advisable or convenient and proper in connection with or
incidental to the consummation and carrying into effect of the transactions
contemplated by the foregoing resolution, including the incorporation of the
amendments into an Amendment of Restatement of the Plan and/or the execution,
acknowledgment and delivery of any and all certificates, instruments or
documents which may be reasonably required or which may be considered
supplemental thereto, and that all such actions so taken be and they hereby are
ratified, approved, confirmed and adopted.

     

    FURTHER RESOLVED, except as set forth
above, the Plan is ratified and confirmed in its entirety.

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

    Amendment
1

     

    Section
1.17 is amended by adding the following provision, to be identified as
subsection (f), as follows:

     

    
      	
               
      

            	
              (f)

            	
              Notwithstanding
      any other provision of the Plan to the contrary (including, without
      limitation, any Appendix or Supplement to the Plan), effective January 1,
      2008, the term “Final Average Monthly Compensation” means the monthly
      average of a Participant’s Compensation from the Company for the highest
      five (5) consecutive Plan Years during the last ten (10) Plan Years ending
      with or immediately preceding the last day worked prior to the earlier
      of:

            


    

     

    
      	
               
      

            	
              (1)

            	
              January
      1, 2008, in the case of a Participant who (A) has made the election
      referred to in Section 2.05(a), (B) terminated employment with the Company
      prior to January 1, 2008, and is reemployed at any time thereafter, or (C)
      is transferred (or re-transferred) to the employment of the Company from
      an Affiliate, on or after January 1, 2008;
or

            


    

     

    
      	
               
      

            	
              (2)

            	
              January
      1, 2015, in the case of any other Participant who has not retired or
      otherwise incurred a Termination of Employment prior to January 1,
      2015.

            


    

     

    Subject
to the foregoing, if the Participant’s period of Service is less than five (5)
Plan Years, Compensation shall be averaged over the participant’s total period
of Service.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
2

     

    Section
1.36 is restated its entirely as follows:

     

    
      	
               
      

            	
              1.36

            	
              Rule of 65
      Retiree.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      term “Rule of 65 Retiree” means a Participant who terminates employment
      with a right to a Vested Retirement Pension under Section 5.05, whose
      Pension Commencement Date occurs after December 31, 1984, and whose age
      (including proportionate credit for each tenth of a year) at Termination
      of Employment plus his years of Benefit Service equal or exceed
      65.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      term “Vesting Service” shall be substituted for the term “Benefit Service”
      in subsection (a) above for Participants who (1) make an election pursuant
      to Section 2.05(a) in lieu of continuing to accrue Benefit Service under
      this Plan, or (2) transfer to employment with a Controlled Group Affiliate
      on or after April 1, 2008; provided that for any Plan Year no more than
      one year of Service (“Benefit” or “Vesting”) shall be
      recognized.  Such substitution shall apply from the date the
      event described in item (1) or (2)
occurs.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
3

     

    Section
2.01 is amended by adding the following provision, to be identified as
subsection (c), as follows:

     

    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      subsection (b) of this Section 2.01, or any other provision of the Plan to
      the contrary, the following rules shall apply effective January 1,
      2008:

            


    

     

    
      	
               
      

            	
              (1)

            	
              no
      employee who is hired and first performs an Hour of Service for the
      Company on or after January 1, 2008 shall become eligible to participate
      in the Plan; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              no
      employee who (A) terminated employment with the Company prior to January
      1, 2008, and is reemployed at any time thereafter, or (B) is transferred
      (or re-transferred) to the employment of the Company from an Affiliate on
      or after January 1, 2008, shall be eligible to participate, or if
      applicable recommence participation, in the
  Plan.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
4

     

    ARTICLE 2
is amended by adding the following provision, to be identified as Section
2.05:

     

    
      	
               
      

            	
              2.05

            	
              Special Election - -
      Plan Participants employed by the Company on January 1,
      2008.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Eligible Employee who is employed by the Company on January 1, 2008, and
      (i) is a Participant in the Plan as of January 1, 2008, or (ii) may become
      a Participant in the Plan on or prior to January 1, 2009, in accordance
      with the rules of Section 2.01(b), shall be eligible to make an
      affirmative, irrevocable election to freeze the accrual of benefits under
      the Plan as of April 1, 2008 (or, if first eligible to participate after
      April 1, 2008 to waive participation in the Plan), on the condition that
      the Participant makes a concurrent election to participate in the
      “Mandatory Profit Sharing Contribution” feature of the Appleton Papers
      Inc. Retirement Savings and Employee Stock Ownership Plan (as such term is
      defined as of April 1, 2008).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      election described in subsection (a) shall be made in the form and manner
      prescribed by the Committee.  Such election shall be binding and
      enforceable as of April 1, 2008, and may not thereafter be rescinded or
      otherwise terminated, regardless of any subsequent revisions to the
      Appleton Papers Inc. Retirement Savings and Employee Stock Ownership Plan
      (including without limitation the Mandatory Profit Sharing Contribution
      feature).

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      effect of such election shall be to treat the electing Participant in the
      same manner as a Participant who is in the employ of the Company other
      than as an Eligible Employee as of April 1, 2008, as described in Section
      4.07 pertaining to Hours of Service credited during such period of
      employment.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
5

     

    Section
4.04 is amended by adding the following provision, to be identified as
subsection (e):

     

    
      	
               
      

            	
              (e)

            	
              Notwithstanding
      any other provision of the Plan to the contrary (including, without
      limitation, any Appendix or Supplement to the Plan), Benefit Service shall
      not include any Hours of Service performed
  after:

            


    

     

    
      	
               
      

            	
              (1)

            	
              April
      1, 2008, in the case of a Participant who has made the election referred
      to in Section 2.05(a); or

            


    

     

    (2)           January
1, 2015, in the case of any other Participant.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
6

     

    Section
4.07 is amended by restating subsection (b) thereof in its entirety, as
follows:

     

    
      	
               
      

            	
              (b)

            	
              Upon
      retirement or other Termination of Employment or death while in the employ
      of an Affiliate or in the employ of the Company other than as an Eligible
      Employee, a Participant’s benefit under this Plan (if any) shall be
      determined as if he had then retired, terminated employment or died for
      purposes of this Plan, based on his Final Average Monthly Compensation as
      of first to occur of (1) his date of retirement, (2) Termination of
      Employment, (3) death, (4) for a Participant who made the election under
      Section 2.05(a), January 1,2008 or (5) January 1, 2015 for all other
      Participants, and his Benefit Service and the benefit formula in effect
      under Article V as of the date of transfer to the Affiliate or to
      employment other than as an Eligible
Employee.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Amendment
7

     

    Section
5.04 is amended by restating subsection (c) thereof in its entirety, as
follows:

     

    (c)           If
a Participant:

     

    
      	
               
      

            	
              (1)

            	
              recovers
      from his Disability prior to his Disability Pension Starting Date and
      returns to the employ of the Company or an Affiliate within ninety (90)
      days after the end of such Disability and prior to working full-time for
      any other person (disregarding any employment which is primarily for the
      purpose of rehabilitation), or

            


    

     

    
      	
               
      

            	
              (2)

            	
              does
      not recover from his Disability prior to attainment of his Disability
      Pension Starting Date,

            


    

     

    he shall
be deemed to have continued as a Participant under the Plan and the period of
his Disability prior to his Disability Pension Starting Date shall be treated as
Vesting Service and Benefit Service, and Compensation shall be imputed for that
period as provided in Section 1.17(c); provided that a Participant (A) who is
actively employed on January 1, 2008 and does not make the election described in
Section 2.05(a) and (B) whose period of Disability commences on or after January
1, 2008, shall be credited with Benefit Service to the extent provided by this
subsection (c) for a period ending on the earlier of (i) such Participant’s
Disability Pension Starting Date or (ii) January 1, 2015.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Certificate
of Secretary

     

    Appleton
Papers Inc.

     

    


     

    I, Angela
M. Tyczkowski, duly elected and acting Secretary of Appleton Papers Inc., hereby
certify that the amendments (attached as Exhibit B) to the Appleton Papers Inc.
Retirement Plan was duly adopted at a meeting of the Board of Directors of
Appleton Papers Inc. on December 5, 2007.

     

    In
witness whereof, I have executed this Certificate on December 7,
2007.

     

     

       
/s/ Angela M. Tyczkowski      

    Angela M.
Tyczkowski