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                                                                    EXHIBIT 10.1

                         HUNTSMAN PACKAGING CORPORATION
                          MANAGEMENT INCENTIVE PLAN FOR
                      SENIOR DIVISIONAL MANAGEMENT ("MIP")
 ____________________________________(1999)____________________________________


PURPOSE               To provide an attractive and competitive at-risk incentive
                      that recognizes and rewards the individual and collective
                      achievement of corporate financial and operating results.
                      ----------------------------------------------------------

ELIGIBILITY           Divisional Officers of Huntsman Packaging Corporation (the
                      "Company"), Directors, and Plant Managers of North
                      American facilities. At the option of the Chief Executive
                      Officer ("CEO"), other employees not normally eligible for
                      this program, may be included. Bonus Target Payment Levels
                      for the plan are as follows:

                             Senior Vice President        35% of Base Salary
                             Vice President               25% of Base Salary
                             Director/Plant Manager       15% of Base Salary
                      ----------------------------------------------------------

SUMMARY               The 1999 Management Incentive Plan ("MIP") is designed to
                      provide incentive compensation, based on the following
                      measures of performance and payment intervals:

                             Division EBITDA, on a calendar quarter basis
                             Division Net Investment (defined as Capital
                                Expenditures, plus or minus the change in
                                Working Capital, on a calendar quarter basis)
                            Company EBITDA, on a calendar year basis
                            Company Net Investment, on a calendar year basis

                      ----------------------------------------------------------

PLAN                    TERM The MIP for 1999 shall be in effect from January 1,
                        1999 to December 31, 1999 (the "Plan Term").
                      ----------------------------------------------------------

TARGET AND            Awards under the MIP are dependent on the Divisions
ACHIEVEMENT           and the Company achieving certain levels of EBITDA and
CRITERIA              Net Investment on a quarterly and annual basis.

                      The Bonus Award Percentage is the product of each
                      Participant's Bonus Target Payment Level times the
                      percentage level of achievement (depicted as the
                      intersecting levels of EBITDA and Net Investment shown on
                      the attached matrices, or Matrix Interesect).
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Management Incentive Plan (MIP), 1999
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                      Quarterly and annual award levels have been computed on a
                      Company and Divisional basis. Although there is no cap on
                      the amount of MIP award that can be earned, the Divisions
                      and the Company must achieve minimum levels of EBITDA in
                      order to receive an award. Illustrations of Matrix
                      Intersect award levels (quarterly and annually), are set
                      forth on the attached Schedules. The matrices show EBITDA
                      levels of attainment on the horizontal axis and Net
                      Investment levels of attainment on the vertical axis.
                      Where actual levels of attainment fall between the data
                      points shown, actual Bonus Award Percentages will be
                      interpolated.

                      The EBITDA and Net Investment components are weighted (see
                      attached Schedules), as is the emphasis on Divisional and
                      Company achievement of Plan goals. The weighting is as
                      follows:

                             COMPONENT             WEIGHT
                             ---------             ------

                             EBITDA                80%
                             Net Investment        20%

                             Division Goals        75% (paid quarterly)
                             Corporate Goals       25% (paid annually)

                      To illustrate, QUARTERLY BONUS AWARD PERCENTAGES would be
                      computed as follows: Assume a Participant's Bonus Target
                      Payment Level is 15% of base salary for the quarter,
                      annual salary is $60,000.00, 1999 Q-1 EBITDA for the
                      Division of $2,323,000, and 1999 Q-1 Net Investment of
                      $1,499,000 [Capital Expenditures of $1,531,000 (100% of
                      plan for 1999 Q-1) and a decrease in Working Capital of
                      $32,000 (131% of target for 1999 Q-1)]. The Matrix
                      Intersect for these levels of achievement equals 114%.
                      (Follow the EBITDA line on the top to the right until you
                      reach $2.323 and then go down the left column of numbers
                      until you reach the Net Investment number of $1.499. The
                      intersection of those two lines is 114%). The matrix takes
                      the component weighting (80%/20%) into account. This
                      Matrix Intersect is the starting number used to calculate
                      the quarterly Bonus Award Percentage.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
   MATRIX INTERSECT X     BONUS TARGET PAYMENT       EMPHASIS =        BONUS AWARD PERCENT
                                LEVEL  X
-------------------------------------------------------------------------------------------------
          <S>                   <C>                     <C>                  <C>
          114%                  15%                     75%                  12.8%
-------------------------------------------------------------------------------------------------
</TABLE>

                      The Participant would receive a Bonus Award for 1999 Q-1
                      of 12.8% of his or her base salary for such quarter. In
                      this example the Quarterly Bonus Award would be $1,920
                      ($15,000 X 12.8%).

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Management Incentive Plan (MIP), 1999
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                      Bonus Award Percentages for each of the four quarters will
                      be computed in the same manner using quarterly EBITDA and
                      Net Investment numbers from the Company's financial
                      statements.

                      Similarly, the ANNUAL BONUS AWARD would be computed as
                      follows: Assume EBITDA of $130,000,000, and 1999 Net
                      Investment of $28,000,000 [Capital Expenditures of
                      $35,000,000 (100% of plan for 1999) and a decrease in
                      Working Capital of $7,000,000 (146% of target for 1999)].
                      The Matrix Intersect for these levels of achievement
                      equals 128%. Thus, the annual Bonus Award would equal the
                      following:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
   MATRIX INTERSECT X     BONUS TARGET PAYMENT       EMPHASIS =        BONUS AWARD PERCENT
                                LEVEL  X
-------------------------------------------------------------------------------------------------
          <S>                   <C>                     <C>                  <C>
          128%                  15%                     25%                  4.8%
-------------------------------------------------------------------------------------------------
</TABLE>


                      In this case the Annual Bonus Award would be $$2,880
                      ($60,000 X 4.8%).

                      To complete the example the chart below illustrates how
                      the Total Bonus Award (the sum of the Quarterly and Annual
                      Bonus Awards) is derived. Assume the Bonus Award
                      Percentages for the remaining quarters of 1999 were as
                      indicated in the chart below. The Total Bonus Award would
                      equal $10,980.00 versus a target MIP Bonus Award of $9,000
                      (15% x 60,000).

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
       PERIOD               BONUS AWARD PERCENT             SALARY          TOTAL BONUS AWARD
-------------------------------------------------------------------------------------------------
       <S>                         <C>                     <C>                  <C>
         Q1                        12.8                     $15,000              $ 1,920.00
         Q2                        10.2                      15,000                1,530.00
         Q3                        16.7                      15,000                2,505.00
         Q4                        14.3                      15,000                2,145.00
       Annual                       4.8                     $60,000                2,880.00
                                                                                -----------
                                                                                $10,980.00
-------------------------------------------------------------------------------------------------
</TABLE>

                      ----------------------------------------------------------
DISTRIBUTION          Quarterly Bonus Award distributions for the first three
                      quarters will be paid within 45 business days of the close
                      of the calendar quarter. The Fourth Quarter Bonus Award
                      and the Annual Bonus Award will be paid within 90 calendar
                      days of the close of the calendar year.

                     ----------------------------------------------------------

SEPARATIONS           Except as set forth below, in order to be eligible to
                      receive Bonus Awards under the MIP, a Participant must be
                      employed by the Company on the last day of the quarter to
                      receive a Quarterly Bonus Award, and on the last day of
                      the Plan Term to receive an Annual Bonus Award.

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Management Incentive Plan (MIP), 1999
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                      If a Participant retires during the Plan Term (and
                      qualifies for an immediate pension under the Huntsman
                      Packaging Corporation Defined Benefit Pension Plan), dies,
                      or becomes disabled (as defined under the Company's Long
                      Term Disability Plan), he/she will receive a pro rata
                      portion of the MIP Bonus Award (both the Quarterly and
                      Annual Bonus Award) based on the actual days worked during
                      the Plan Term. Distributions will be made at the same time
                      as for all other Participants in the MIP.

                      If a Participant's employment is terminated at any time
                      prior to the end of either a quarter or the Plan Term, by
                      the employee or by the Company, with or without cause, for
                      any reason other than retirement, death, or disability,
                      the Participant shall not be eligible to participate in
                      the MIP, shall not receive any MIP Award, and shall
                      forfeit any rights he/she may have had in the MIP.

                    ------------------------------------------------------------

GENERAL PROVISIONS  1. Job Change. Eligible officers and executives who become
                       eligible to participate in the MIP by reason of a job
                       change will be eligible for a prorated Bonus Award
                       based on the actual days worked during the Plan Term. In
                       the case of job changes involving a change in the Bonus
                       Target Payment Level, the Participant will receive the
                       new level based on the actual days working during the
                       Plan Term at the new level.

                    2. Disciplinary Action. In order to participate in the MIP,
                       the Participant must not have been subject to any
                       disciplinary action during the Plan Term.

                    3. No Employment Right. Participation in the MIP shall not
                       confer on a Participant any right to continue in the
                       employment of the Company, nor shall it interfere with
                       the Company's right to terminate the employment of a
                       Participant at any time.

                    4. Non-transferability. A Participant shall not have any
                       right to assign, transfer, pledge, or hypothecate any
                       benefits or payments under the MIP, other than by will or
                       by the laws of descent and distribution.

                    5. Creditors. Award payments held by the Company before
                       distribution shall not be subject to execution,
                       attachment or similar process at law or in equity.

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Management Incentive Plan (MIP), 1999
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                    6. Withholding. The Company will deduct federal, state, and
                       local taxes, and any employee benefit related
                       withholdings required to be withheld with respect to the
                       payment of any Award.

                    7. Definitions.

                          EBITDA         Earnings calculated in accordance with
                                         GAAP, before interest expense, income
                                         taxes, depreciation and amortization
                                         (and after accruals for Awards paid
                                         under the MIP and LTIP).

                          NET            Capital Expenditures plus or minus the
                          INVESTMENT     Change in Working Capital.

                          WORKING        Net Trade Accounts Receivable, plus
                          CAPITAL        Net Inventory, minus Accounts Payable,
                                         calculated in accordance with GAAP.

                          CAPITAL        Expenditures capitalized to the
                          EXPENDITURES   Company's fixed asset and construction
                                         work-in-process accounts.

                          CHANGE IN      For purposes of Net Investment, a
                          WORKING        decrease  in Working Capital from the
                          CAPITAL        targeted amount decreases Net
                                         Investment; an increase in
                                         Working Capital from the
                                         targeted amount increases Net
                                         Investment.

                    8. Acquisitions and Divestitures. The attached matrices
                       reflect the Company as it existed at the beginning of the
                       Plan Term. In the event of acquisitions or divestitures,
                       the matrices will be revised to reflect the changes to
                       the Company.

                      ----------------------------------------------------------

MODIFICATION OF        The Company may modify, supplement, suspend, or terminate
THE MIP                the MIP at any time without the authorization of
                       Participants, to the extent allowed by law. No
                       modification, suspension, or termination shall adversely
                       alter or affect any right or obligation under the MIP
                       that existed prior to such modification, supplement,
                       suspension, or termination. The Company's Board of
                       Directors will determine the effect on incentives of any
                       such event and make adjustments and/or payments as it, in
                       its sole discretion, determines appropriate.
                       ---------------------------------------------------------

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Management Incentive Plan (MIP), 1999
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OTHER                 Subject to the control of the Executive Committee of the
                      Board of Directors, the Company's CEO will exercise
                      executive control over the MIP. The CEO will have sole
                      discretion to calculate and adjust EBITDA and Net
                      Investment amounts used in calculating MIP Bonus Awards.

                      The MIP shall be governed by and construed under the laws
                      of the State of Utah.
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