**Exhibit 10.5**

 

**[LETTERHEAD OF PLIANT CORPORATION]**

 

**EDWARD A. LAPEKAS**

**CHIEF EXECUTIVEOFFICER**

 

September 26, 2003 

 

Len Azzaro 

1008 Ridgeview Ave 

Barrington, IL 60010 

 

 

RetentionBonus

 

Dear Len: 

 

Pliant Corporation, a Utah corporation (the “Company”),hereby offers to pay you a retention bonus equal to $1,000,000 or such lesser amount as specified below (the “Retention Bonus”) if you are continuously employed by the Company from the date hereof through and including September 30,2005 (the “Effective Date”). Unless otherwise specified below, the Retention Bonus will be paid in cash, by check or wire transfer, on the first business day following the Effective Date. The Retention Bonus shall be reduced by allapplicable federal, state and local tax, unemployment insurance and social security withholding requirements. 

 

Notwithstanding anything to the contrary contained herein, the obligation of the Company to pay the Retention Bonus to you is subject to the additionalterms and conditions set forth below. 

 

(a) If the Companyterminates your employment with the Company for Cause (as defined below) or you resign or quit your employment with the Company for any reason, in each case on or prior to the Effective Date, you shall not be entitled to the Retention Bonus or anyportion thereof. 

 

(b) If the Company terminates your employmentwith the Company without Cause on or prior to the Effective Date, you shall be entitled to receive the full amount of the Retention Bonus within 60 days following the date your employment is terminated without Cause. 

 

(c) If you are employed by the Company on the date of your death orDisability (as defined below), you shall be entitled to receive within 60 days after the date of your death or Disability a portion of the Retention Bonus equal to the product of (x) $1,000,000 and (y) the quotient obtained by dividing (1) thenumber of days that have elapsed from the date hereof through the date of your death or Disability, as applicable, by (2) 730. 

 

As used herein, “Cause” shall mean (a) your misconduct with respect to the business and affairs of the Company and its affiliates; (b)neglect of your duties or the failure to follow the lawful 

directions of the Board of Directors of the Company or senior officers of the Company or its affiliates to whom youreport, including, without limitation, the violation of any material policy of the Company or its affiliates applicable to you; (c) the commission by you of a felony; (d) the commission by you of an act of fraud or financial dishonesty with respectto the Company or its affiliates; or (e) the commission by you of any crime that involves moral turpitude or fraud or any action which otherwise has a material adverse effect on the business, assets, liabilities, operations, affairs or prospects ofthe Company or its affiliates. 

 

As used herein,“Disability” shall mean a condition or disease suffered by you that would cause you to be considered “disabled” within the meaning of the Company’s long-term disability plan as in effect from time to time and, for thepurposes hereof, the date of Disability shall be the date that you are first considered “disabled” within the meaning of such plan. 

 

This letter agreement, and the Retention Bonus it describes, is in addition to, and not a substitute for, any other employment, compensation or severancearrangements you may have with the Company. Additionally, this letter agreement, and the Retention Bonus it describes, does not change any other terms of your employment with the Company; is not a guarantee of employment or continued employment withthe Company or its affiliates; and either you or the Company may terminate your at-will employment at any time. 

 

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. 

 

Please acknowledge your acceptance of these terms by signing and returning acounterpart to this letter and returning it to us at the address above. 

 

Very truly yours,

 

**PLIANT CORPORATION**
By: 
/s/    Edward A.Lapekas        
  
Name:
 Edward A. Lapekas  
Title:
 Interim Chief Executive Officer
 

Acknowledged and agreed 

as of the date first above written: 

 

/s/    LenAzzaro        

Name:
 Len Azzaro