# **Exhibit10.2(a)**

# PLIANT CORPORATION2006 RESTRICTED STOCK INCENTIVE PLANFORM OF RESTRICTED STOCK AGREEMENT

**THIS RESTRICTED STOCK AGREEMENT** (this “Agreement”)is dated as of April 17, 2007 between Pliant Corporation, a Delawarecorporation (the “Corporation”) and ______________ (the “Executive”).

**W I T N E S S E T H**

**WHEREAS**, pursuant tothe Pliant Corporation 2006 Restricted Stock Incentive Plan (as amended,supplemented or otherwise modified from time to time, the “Plan”), theCorporation has granted to the Executive effective as of the date hereof (the “AwardDate”), a right to participate in the Plan, upon the terms and conditionsset forth herein and in the Plan.

**NOW THEREFORE**, in consideration ofservices rendered and to be rendered by the Executive, and the mutual promisesmade herein and the mutual benefits to be derived therefrom, the parties agreeas follows:

**21.         ****Defined Terms**. Capitalized terms used herein and not otherwise defined herein shallhave the meaning assigned to such terms in the Plan and, if not definedtherein, in the Corporation’s Amended and Restated Articles of Incorporation(as amended, supplemented or otherwise modified from time to time, the “Charter”).

**22.         ****Issuance and Sale ofRestricted Stock**.  Subject to the terms of this Agreement and inreliance upon the representations and warranties, covenants and agreementscontained herein, the Corporation hereby issues and sells to the Executive, andthe Executive hereby purchases from the Corporation, an aggregate of _____shares of Series M Preferred Stock, par value $.01 per share of the Corporation(the “Restricted Stock”) on the date hereof at a per share purchaseprice equal to $20.00 (as hereafter ratably adjusted on account of any stockdividend, stock combination, stock split or similar recapitalization withrespect to the outstanding shares of Series M Preferred Stock, the “PurchasePrice”).  The parties agree that thefair value of one share of Restricted Stock on the date hereof is $103.00.

**23.          Closing**. The closing of the transactions contemplated hereby (the “Closing”)will take place simultaneously with the execution and delivery of thisAgreement.  The Closing shall take placeat the Corporation’s executive offices in Schaumburg, Illinois.

**24.          Deliveriesat the Closing**.  At the Closing, the Executive shall deliver acheck for the aggregate Purchase Price for all shares of Restricted Stock tothe Corporation.  Not more than ten (10)business days after the Closing, the Corporation shall deliver to the Executivea stock certificate (the “Original Certificate”) representing theRestricted Stock registered in the name of the Executive in the stock registerof the Corporation.

**25.          Representationsand Warranties**.

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(a)           Executive Representations andWarranties.  In connection with the acquisitionof the Restricted Stock hereunder, the Executive  hereby represents and warrants to theCorporation as of the date of this Agreement that:

(i)            theExecutive has the full authority to execute and deliver this Agreement and toconsummate the transactions contemplated hereby, and the execution, deliveryand performance by him of this Agreement and the consummation of thetransactions contemplated hereby have been duly authorized by all necessaryaction;

(ii)           thisAgreement has been duly and validly executed and delivered by the Executive andthis Agreement constitutes a legal and binding obligation of the Executive,enforceable against the Executive in accordance with its terms and theexecution, delivery and performance of this Agreement by the Executive does notand will not conflict with, violate or cause a breach of any agreement,contract or instrument to which the Executive is a party or any judgment, orderor decree to which the Executive is subject;

(iii)          theExecutive understands that the Restricted Stock has been issued pursuant to thePlan and is bound by the terms and conditions contained in this Agreement aswell as the Plan and the Executive will not transfer the Restricted Stockacquired by him hereunder, except in compliance with this Agreement and thePlan;

(iv)          theExecutive is acquiring the Restricted Stock for his own account, for investmentonly and not with a view to, or an intention of, the distribution thereof  in violation of the Securities Act of 1933,as amended or any successor federal law in effect from time to time (the “SecuritiesAct”);

(v)           theExecutive has no need for liquidity in his investment in the Restricted Stockand is able to bear the economic risk of his investment in the Restricted Stockfor an indefinite period of time and understands that the Restricted Stock hasnot been registered or qualified under the Securities Act or any applicablestate securities laws, by reason of the issuance of the Restricted Stock in atransaction exempt from registration and qualification requirements of theSecurities Act or such state securities laws and, therefore, cannot be soldunless subsequently registered or qualified under the Securities Act or suchstate securities laws or an exemption from registration or qualification isavailable;

(vi)          theExecutive has been represented by counsel and/or advisors in connection withthe execution and delivery of this Agreement and has had an opportunity to askquestions and receive answers concerning the terms and conditions of the offeringof the Restricted Stock and the fair value of the Restricted Stock and has hadfull access to or been provided with all such other information concerning theCorporation as he has requested;

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(vii)         theExecutive has reviewed, or has had an opportunity to review, a copy of the Plan(including all schedules and exhibits referenced therein);

(viii)        theExecutive is an officer of the Corporation, and has generally such knowledgeand experience in financial and business matters and with respect to investmentsin securities of privately held companies such that the Executive is capable ofevaluating the risks and merits of his investment in the Restricted Stock;

(ix)           theExecutive further understands that this Agreement is made with the Executive inreliance upon his representations to the Corporation contained in this Section5.

(b)           Corporation Representations andWarranties.  In connection with theissuance and sale by the Corporation to the Executive of the Restricted Stock,the Corporation represents and warrants that:

(i)            itis a corporation duly organized, validly existing and in good standing underthe laws of the jurisdiction of its incorporation, it has full corporate powerand authority to execute, deliver and perform this Agreement  and to consummate the transactionscontemplated hereby, and the execution, delivery and performance by it of thisAgreement and the consummation of the transactions contemplated hereby havebeen duly authorized by all necessary corporate action;

(ii)           the Corporation has all requisite power andauthority to execute and deliver this Agreement and any and all instrumentsnecessary or appropriate in order to effectuate fully the terms and conditionsof this Agreement, and the transactions contemplated thereby.  This Agreement has been duly authorized byall necessary action on the part of the Corporation, has been duly executed anddelivered by the Corporation  andconstitutes the valid and legally binding obligation of the Corporation, enforceablein accordance with its terms and conditions, subject, as to enforcement, tobankruptcy, insolvency, reorganization, moratorium and similar laws of generalapplicability relating to or affecting creditors’ rights and to general equityprinciples;

(iii)          the authorization, issuance, sale and delivery of theRestricted Stock, when issued in accordance with this Agreement, will be dulyauthorized by all requisite action of the Corporation’s Board ofDirectors.  The Restricted Stock, whenissued in accordance with this Agreement, will be validly issued andoutstanding, fully paid and nonassessable, with no personal liability attachingto the ownership thereof, free and clear of any liens and restrictions createdby or through the Corporation whatsoever other than those contained in the Planand this Agreement;

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**26.          Vesting of Restricted Shares**.

(a)           On each of the 36 monthlyanniversaries of the Vesting Commencement Date (as defined below) (each a “VestingDate”), 1/36th of the Restricted Stock shall vest, provided that theExecutive continues to be employed by the Corporation as of each such VestingDate.  For the purposes hereof, theVesting Commencement Date shall mean July 18, 2006.

(b)           Upon the consummation of a (i)Liquidation Event, (ii) a Qualified Public Offering, or (iii) the redemption bythe Corporation of 80% or more of the aggregate number of shares of theCorporation’s Series AA Redeemable Preferred Stock, par value $.01 per share (“SeriesAA Preferred Stock”) outstanding at any time (a “Series AA Redemption”,and collectively with a Liquidation Event and a Qualified Public Offering, an “AccelerationEvent”), provided that, in each case, the Executive continues to beemployed by the Corporation following the date hereof to the date of theconsummation of such Acceleration Event, all Restricted Stock held by theExecutive, which shall then be Unvested Stock, shall automatically vest as ofthe date of the consummation of the Acceleration Event.

(c)           Shares of Restricted Stock which havebecome vested hereunder are referred to herein as “Vested Stock” and allother shares of Restricted Stock are referred to herein as “Unvested Stock.”  Shares of Restricted Stock that are UnvestedStock do not have any rights conferred upon the Restricted Stock under theCharter, including without limitation, the right to receive any payment orother consideration and conversion or redemption rights thereunder, until suchtime as they became Vested Stock in accordance with this Agreement and theExecutive hereby waives all of the rights in respect thereof; provided,however, that so long as the Executive continues to be employed by theCorporation, the Executive shall be entitled to exercise the voting rights withrespect to the Vested Stock and the Unvested Stock.  The Executive hereby agrees that to the extentthat he shall have received any payment or other consideration relating to, orin respect of, the Unvested Stock, the Executive shall be deemed to receivesuch payment or other consideration as agent for the Corporation and shallimmediately upon receipt of such payment or other consideration deliver suchpayment or other consideration to the Corporation.

(d)           To the extent that any dividendswould be payable with respect to any Restricted Stock which is Unvested Stockif such Unvested Stock were Vested Stock at the time of such dividend, suchdividends which would have been payable with respect to such Unvested Stockwere it Vested Stock shall be held in trust by the Corporation, and shall bepaid with respect to such shares of Unvested Stock at such time, but only inthe event that, such shares of Unvested Stock become Vested Stock.  At such time as such shares of Unvested Stockbecome subject to repurchase by the Corporation pursuant to Section 8(a)hereof, such dividends shall be forfeited and no longer payable under anycircumstances.

**27.          Terminationof Employment in Connection with a Liquidation Event**.

(a)           Ifthe Executive’s employment with the Corporation is terminated pursuant to aTermination Without Cause or a Resignation for Good Reason (as such terms aredefined below) and an Acceleration Event is consummated within 90 daysfollowing the 

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Termination Date (as such term is defined below), then all RestrictedStock held by the Executive which shall then be Unvested Stock shallautomatically vest as of the date of the consummation of such AccelerationEvent.

(b)           If the Executive’s employment withthe Corporation is terminated as a result of the Executive’s death orDisability (as such term is defined below) and an Acceleration Event isconsummated within 90 days following such Termination Date (as such term isdefined below), then all Restricted Stock held by the Executive which shallthen be Unvested Stock shall automatically vest as of the date of theconsummation of such Acceleration Event.

**28.          Effectof Termination of Employment; Repurchase of Unvested Stock**.

(a)           Repurchase of Unvested Stock.  The Executive’s shares of Unvested Stock, tothe extent such shares have not become Vested Stock upon the Termination Date(as such term is defined below), may, at any time, and from time to time on orafter the Termination Date, at the Corporation’s option, be repurchased by theCorporation at a price per share equal to the Purchase Price.  The Corporation, at its option, may assign ortransfer such repurchase right to any affiliate or assignee of theCorporation.  On and after theTermination Date (as such term is defined below), the Executive shall have norights in, and hereby forfeits any and all rights the Executive may have withrespect to, the Unvested Stock (except pursuant to Section 7 if such UnvestedStock shall become Vested Stock in accordance therewith) if any, and herebyassigns, transfers and grants a lien and security interest to the Corporationin the Unvested Stock and any rights he may have with respect thereto.  In order to preserve the Executive’s right toaccelerated vesting of the Unvested Stock in accordance with Section 7, if theExecutive’s employment with the Corporation is terminated (i) pursuant to aTermination Without Cause or a Resignation for Good Reason (as such terms aredefined below), the Corporation shall not repurchase the Executive’s shares ofUnvested Stock until ninety days following the Termination Date (as such termis defined below), or (ii) pursuant to a termination as a result of a death orDisability (as such term is defined below), the Corporation shall notrepurchase the Executive’s shares of Unvested Stock until 90 days following theTermination Date (as such term is defined below), provided that, in each case,such Unvested Stock shall never become Vested Stock except in accordance withSection 7.

(b)           Treatment of Vested Stock.  At any time prior to the occurrence of anAcceleration Event but after (x) ninety days after Executive’s Termination Datein the case of a pursuant to a Termination Without Cause or a Resignation forGood Reason (as such terms are defined below) or after Executive’s death orDisability or (y) the Termination Date in any other circumstances theCorporation shall have the right to repurchase all or any portion of Executive’sVested Stock for a price pre share equal to the Fair Market Value per share (asdefined below) as of (x) the Termination Date or (y) if such right torepurchase is exercised more than one hundred and eighty days after theTermination, as of the date of such exercise (the “Determination Date”);provided, however, that if Executive’s termination was by the Corporation withCause (as defined below) the purchase price shall be the lower of the PurchasePrice and Fair Market Value as of the Determination Date.  This right to repurchase shall be exercisedby delivery of written notice of exercise by the Corporation to the Executive,which notice (the “Buy-Back Notice”) shall specify (i) the date on whichsuch repurchase is to occur (which in no event shall be less than thirty daysafter the date of such notice), (ii) the number of shares of Vested Stock and(iii) 

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the Fair Market Value(including whether such Fair Market Value was determined by an independentappraisal firm, and if so, the date of such appraisal).

(i)            Forthe purposes hereof, Fair Market Value shall equal the fair market value of ashare of Series M Preferred Stock, as determined in good faith by the Board ina manner consistent with the manner in which fair market value was determinedin connection with the grant and issuance of the Series M Preferred Stock;provided, however, that in the event that such value was not determined basedupon an appraisal conducted by an independent appraisal firm not more than sixmonths prior to or after the Determination Date, then the Executive mayrequire, by delivering written notice to the Corporation no more than ten (10)days after delivery of the Buy-Back Notice, that such an appraisal be conductedby an independent appraisal firm selected by the Board to definitivelydetermine Fair Market Value.

(ii)           Thepurchase price for any Vested Shares purchased pursuant to this 8(b) shall bepaid in cash or, provided that, either (x) the Executive’s employment wasterminated by Executive and was not a Resignation for Good Reason or as aresult of his or her death or Disability and/or (y) such termination occurredwhile Harold Beavis is Chief Executive Officer of the Corporation (regardlessof the circumstances), then the Corporation may elect to pay 20% of theaggregate purchase price in cash, with the remainder to be paid in ten equalannual installments over a ten year period after the date of the repurchase;provided, that any unpaid amounts shall be paid in full upon the occurrence ofan Acceleration Event.

(c)           Stock Certificates.  Immediately following the Termination Date(as such term is defined below) and upon delivery of the Original Certificateto the Corporation by the Executive, the Corporation shall, in exchange for theOriginal Stock Certificate, deliver to the Executive, (i) a stock certificate(the “Vested Stock Certificate”) representing the number of shares ofVested Stock held by the Executive as of the Termination Date (as such term isdefined below) and (ii) a stock certificate (the “Unvested Stock Certificate”)representing the number of shares of Unvested Stock held by the Executive as ofthe Termination Date (as such term is defined below).  In the event that such shares of UnvestedStock become Vested Stock pursuant to Section 7 above, the Corporation shall,in exchange for the Unvested Stock Certificate, deliver to the Executive eithera stock certificate representing such shares of Vested Stock or the MandatoryRedemption Price for such shares, as the case may be.   In addition to any other legends placed uponthe certificates representing Restricted Stock, certificates representingRestricted Stock shall have the following legend:

“THESHARES OF STOCK EVIDENCED HEREBY ARE RESTRICTED STOCK AS DEFINED IN THERESTRICTED STOCK AGREEMENT DATED AS OF APRIL 17, 2007, BETWEEN THE CORPORATIONAND THE EXECUTIVE NAMED THEREIN (THE “RESTRICTED STOCK AGREEMENT”) AND, EXCEPTTO THE EXTENT PROVIDED IN SUCH RESTRICTED STOCK AGREEMENT, THE HOLDER OF SUCHSHARES IS NOT ENTITLED TO ANY INTEREST OR RIGHTS PROVIDED THEREIN UNTIL SUCHTIME AS THEY BECOME VESTED STOCK IN ACCORDANCE WITH THE RESTRICTED 

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STOCKAGREEMENT”

(d)           In the event that any capital stockis to be repurchased pursuant to this Section 8 or in order to effectuate theDrag Along Rights contained in the Plan, the Executive and his successors,assigns or representatives shall take (at the Corporation’s expense) all stepsnecessary and desirable to obtain all required third-party, governmental andregulatory consents and approvals and take all other actions necessary anddesirable to facilitate the consummation of such repurchases or such Drag AlongRights, as the case may be, in a timely manner. The Executive shall promptly return to the Corporation sharecertificates representing shares of the capital stock repurchased pursuant tothis Section 8.

(e)           For the purposes of this Agreement,the following terms shall have the meanings, provided herein:

(vi)          “Cause” shall mean:

(A)          the Executive’s commission of a crime involving his or herfraud, theft or dishonesty or engagement in willful or wrongful activities thatare materially detrimental to the Corporation;

(B)           the material and willful breach by the Executive of his orher responsibilities as an employee of the Corporation or willful failure tocomply with reasonable directives or policies of the Corporation, the Board,the Chief Executive Officer or his designees, but only if the Corporation hasgiven Executive written notice specifying the breach or failure to comply, demandingthat the Executive remedy the breach or failure to comply and the Executive (1)failed to remedy the alleged breach or failed to comply within thirty daysafter receipt of the written notice and (2) failed to take all reasonable stepsto that end during the thirty days after he received the notice.

(C)           the continued use of alcohol or drugs by the Executive toan extent that such use interferes with the performance of the Executive’sduties and responsibilities.

Notwithstanding the foregoing, the term “Cause” shall notinclude any one or more of the following: (i) bad management decision-making bythe Executive or (ii) any act or omission reasonably believed by the Executivein good faith to have been in and not opposed to the best interests of theCorporation (without intent of the Executive to gain, directly or indirectly, aprofit to which the Executive was not legally entitled) and reasonably believedby the Executive not to have been improper or unlawful.

(vii)         “Disability” means any medically determinablephysical or mental impairment that has lasted, or is reasonably expected tolast, for a period of at least six (6) months, can reasonably be expected to bepermanent or of indefinite duration, and renders the Executive unable toperform his duties hereunder, as certified by a physician jointly selected bythe Corporation and the Executive or the Executive’s legal representative.

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(viii)        “Resignation for Good Reason”shall mean Executive’s termination of his or her employment with theCorporation and its Subsidiaries in response to any of the following events:

(A)          the assignment to the Executive of any material dutymaterially inconsistent with the Executive’s position (including status,offices, titles and reporting requirements), authority, duties or responsibilities;

(B)           any reduction in the Executive’s base salary or bonuscompensation (other than any decrease in bonus compensation as a result of afailure to achieve reasonable performance targets which are consistent withpast performance targets applied in connection with determining bonuscompensation); or

(C)           the Corporation requires the Executive to, or assignsduties to the Executive which would reasonably require him to, relocate hisprincipal business office more than forty (40) miles from where it is locatedon the date hereof;

provided, however that an event described above will not constitute “GoodReason” unless (1) such event occurs without the Executive’s express writtenconsent, (2) the Executive delivers a written notice to the Corporation of theoccurrence of any such event not more than ninety (90) days following theoccurrence of such events, and (3) the Corporation fails to cure or remedy suchevent within thirty days (the “Cure Period”) after receiving writtennotice thereof from the Executive.  Thefailure by the Executive to terminate his or her employment with theCorporation and its subsidiaries within thirty days after the end of the CurePeriod in respect of an event otherwise qualifying as Good Reason will precludethe Executive from invoking such event as the basis for Good Reason.

(ix)           “Termination Date” shall mean the effective date ofthe termination of Executive’s employment with the Corporation.

(x)            “Termination Without Cause” occurs if theCorporation terminates the Executive’s employment for reasons that do notconstitute Cause and other than as the result of his death or Disability.

**29.          ConversionUpon a Qualified Public Offering**.  In the eventan automatic conversion of the Restricted Stock occurs upon a Qualified PublicOffering pursuant to the Charter, the Executive shall take the same necessaryand desirable actions in connection with the consummation of the QualifiedPublic Offering as the other stockholders are required to take in connectiontherewith, including without limitation, the execution and delivery of anyunderwriting, custody, lock-up or similar agreements.

**30.          StockCertificates**.

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(a)           Certificates to be Held byCorporation; Legend.  Anycertificates representing Restricted Stock shall bear the following legend:

“THE OWNERSHIP OF THISCERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY AND ANY INTEREST THEREINIS SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER AN AGREEMENT ENTEREDINTO BETWEEN THE REGISTERED OWNER AND PLIANT CORPORATION.  A COPY OF SUCH AGREEMENT IS ON FILE IN THEOFFICE OF THE SECRETARY OF PLIANT CORPORATION.”

(b)           Stock Power; Power of Attorney.  Concurrent with the execution and delivery ofthis Agreement, the Executive shall deliver to the Corporation an executedstock power in the form attached hereto as Exhibit A, in blank.  The Executive, by acceptance of theRestricted Stock Award under the Plan, shall be deemed to appoint, and does soappoint by execution of this Agreement, the Corporation and each of itsauthorized representatives as the Executive’s attorney(s)-in-fact to:

(i)            effectany transfer of, or transaction with respect to, capital stock of theCorporation pursuant to or referenced in Section 8 hereof (including any Drag AlongRights);

(ii)           toeffect a conversion of the Restricted Stock upon a Qualified Public Offeringpursuant to the Charter; and

(iii)          toexecute such documents as the Corporation deems necessary or advisable inconnection with any such transfer or transaction or conversion.

**31.          TaxElection**.  THE EXECUTIVE ACKNOWLEDGES THAT IT IS THEEXECUTIVE’S SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO DECIDE IF ANELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE SHOULD BE MADE AND TOFILE TIMELY SUCH ELECTION, EVEN IF THE EXECUTIVE REQUESTS THE CORPORATION ORITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF.  The Executive understands that underapplicable law such election must be filed with the Internal Revenue Service(the “IRS”) within thirty (30) days after any acquisition of Restricted Stockto be effective.  If the Executive filesan effective election, the excess of the fair value of the Restricted Stock(which the IRS may assert is different from the fair value determined by theparties) covered by such election over the amount paid by the Executive for theRestricted Stock shall be treated as ordinary income received by the Executive,and the Corporation shall withhold from the Executive’s compensation allamounts required under applicable law. If the Executive does not file an effective election, futureappreciation on the Restricted Stock will generally be taxable as ordinaryincome when such Restricted Stock vests pursuant to this Agreement.  The foregoing is merely a brief summary ofcomplex tax regulations, and therefore, the Executive is strongly advised toconsult with his own tax advisors.

**32.         ****Notices**. Any notice to be given under the terms of this Agreement shall be inwriting and addressed to the Corporation at its principal office located at1475 Woodfield Road, Suite 700, Schaumburg, Illinois 60173 to the attention ofthe Chief Financial Officer and to the 

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Executive at the addressgiven beneath the Executive’s signature hereto, or at such other address aseither party may hereafter designate in writing to the other.

**33.         ****Plan**. The Restricted Stock and all rights of the Executive with respectthereto are subject to, and the Executive agrees to be bound by, all of theterms and conditions of the provisions of the Plan, incorporated herein byreference, to the extent such provisions are applicable to Restricted Stockgranted to Eligible Persons (as defined in the Plan).  The Executive acknowledges receipt of a copyof the Plan, which is made a part hereof by this reference, and agrees to be boundby the terms thereof.  Unless otherwiseexpressly provided in other Sections of this Agreement, provisions of the Planthat confer discretionary authority on the Administrator do not (and shall notbe deemed to) create any rights in the Executive unless such rights areexpressly set forth herein or are otherwise in the sole discretion of theAdministrator so conferred by appropriate action of the Administrator under thePlan after the date hereof. Notwithstanding the foregoing, nothing contained herein shall limit thediscretionary authority of the Administrator pursuant to Section 3.2(d)-(g),(i)-(k) and Section 6 and 7 of the Plan, except to the extent the exercise ofsuch authority materially adversely affects the rights of the Executivehereunder.

**34.          Survivalof Representations, Warranties and Agreements**. All representations, warranties and agreements contained herein shallsurvive the consummation of the transactions contemplated hereby and thetermination of this Agreement indefinitely.

**35.         ****Entire Agreement;Amendment**.  This Restricted Stock Agreement and the Plantogether constitute the entire agreement and supersede all prior understandingsand agreements, written or oral, of the parties hereto with respect to thesubject matter hereof.  The provisions ofthis Agreement may be amended, modified and waived only with the prior writtenconsent of the Corporation and the Executive and no course of conduct orfailure or delay in enforcing the provisions of this Agreement shall beconstrued as a waiver of such provisions or affect the validity, binding effector enforceability of this Agreement or any provision hereof.  Notwithstanding anything to the contrarycontained in the Plan or the Charter, any amendment, modification or waiver tothe terms of the Restricted Stock contained in the Charter and Plan that wouldmaterially adversely affect the Executive’s rights therein or herein or whichmaterially adversely affects the rights or priorities of the Restricted Stock,shall not be effective against the Executive without the prior written consentof the Executive.  Notwithstanding theforegoing, nothing contained herein shall limit the Corporation’s ability tomake amendments, modifications or waivers to the terms of the Plan or Charterto the extent the requirements set forth in the Plan and the Charter regardingsuch amendments, modifications and waivers have been met.

**36.          WAIVEROF JURY TRIAL**.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLYWAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIMARISING OUT OF OR RELATING TO THIS AGREEMENT.

**37.          Remedies**. Each of the parties to this Agreement shall be entitled to enforce itsrights under this Agreement specifically to recover damages and costs(including reasonable attorneys’ fees and expenses) for any breach of anyprovision of this Agreement and to exercise 

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all other rights existingin its favor.  The parties hereto agreeand acknowledge that money damages may not be an adequate remedy for any breachof the provisions of this Agreement and that any party hereto may in its solediscretion apply to any court of law or equity of competent jurisdiction forspecific performance and/or other injunctive relief (without posting any bondor deposit) in order to enforce or prevent any violations of this Agreement.

**38.         ****Counterparts**. This Agreement may be executed simultaneously in any number ofcounterparts, each of which shall be deemed an original but all of whichtogether shall constitute one and the same instrument.

**39.         ****Section Headings**. The section headings of this Agreement are for convenience of referenceonly and shall not be deemed to alter or affect any provision hereof.

**40.         ****Governing Law**. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of New York without regard to conflict oflaw principles thereunder.

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**INWITNESS WHEREOF**, the Corporation has caused this Agreement to beexecuted on its behalf by a duly authorized officer and the Executive hashereunto set his hand as of the date and year first above written.
|            | **PLIANT CORPORATION** |
|------------|------------------------|
| ** ** | ** **             | ** ** |
| ** ** | ** **             | ** ** |
|       | By:                    | ** ** |
|       |                   | Name: |
|       |                   | Title: |
|       |                   |   |
|       |                   |   |
|       |                   | **EXECUTIVE** |
|       |                   | ** ** |
|       |                   | ** ** |
|       |                   | ** ** |
|       |                   | *Signature* |
|       |                   | * * |
|       |                   | * * |
|       |                   | *Print Name* |
|       |                   | * * |
|       |                   | * * |
|       |                   | *Address* |

 

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**Exhibit 10.2(a)**

**EXHIBIT A**

# STOCK POWER

FORVALUE RECEIVED and pursuant to that certain Restricted Stock Award Agreementbetween Pliant Corporation, a Delaware corporation (the “Corporation”),and _______________ (the “Executive”) dated as of __________, theExecutive, hereby sells, assigns and transfers to the Corporation, an aggregate_____ shares of Series M Preferred Stock of the Corporation, standing in theExecutive’s name on the books of the Corporation and represented by stockcertificate number(s) _____________________________________________ to whichthis instrument is attached, and hereby irrevocably constitutes and appoints_________________ ____________________________________ as his or her attorneyin fact and agent to transfer such shares on the books of the Corporation, withfull power of substitution in the premises.

Dated ____________,__________
| * * | * *     |
|----------|--------------|
|          | *Signature*  |
| * * | * *     |
| * * | * *     |
| * * | * *     |
| * * | *Print Name* |

 

*(Instruction:Please do not fill in any blanks other than the signature line.  The purpose of the assignment is to enablethe Corporation to exercise certain rights set forth in the Restricted StockAward Agreement and Charter without requiring additional signatures on the partof the Individual.)*

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**Exhibit 10.2(a)**

**EXHIBIT B**

# SPOUSALACKNOWLEDGMENT

Theundersigned spouse of the Executive has read and hereby approves the foregoingRestricted Stock Agreement.  Inconsideration of the Corporation’s granting the Executive the right to acquirethe Restricted Stock in accordance with the terms of such Agreement, theundersigned hereby agrees to be irrevocably bound by all the terms of suchAgreement and the Plan.
|   |                |
|--------|---------------------|
|        | Spouse of Executive |

 

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**Exhibit 10.2(a)**

**EXHIBIT C**

# ELECTION TO INCLUDE STOCKIN GROSSINCOME PURSUANT TO SECTION 83(b) OF THEINTERNAL REVENUE CODE

Theundersigned purchased **•** shares ofSeries M Preferred Stock, $.01 par value per share (the “Series M PreferredStock”), of Pliant Corporation (the “Corporation”) pursuant to aRestricted Stock Agreement (the “Restricted Stock Agreement”) dated asof April 17, 2007, between the Corporation and the undersigned.  Under certain circumstances, the Corporationhas the right of forfeiture of the unvested Series M Preferred Stock from theundersigned, upon the termination of his employment with the Corporation.  Hence, the Series M Preferred Stock issubject to a substantial risk of forfeiture and is nontransferable (within themeaning of Treasury Regulation §1.83-3(d)). The undersigned desires to make an election under Section 83(b) of theInternal Revenue Code (“Code”) to have the Series M Preferred Stocktaxed at the time the undersigned purchased the Series M Preferred Stock.

Therefore,pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder,the undersigned hereby makes an election, with respect to the Series MPreferred Stock, to report as taxable income for the undersigned’s taxable yearended December 31, 2007 the excess (if any) of the Series M Preferred Stock’sfair market value on April 17, 2007 over the purchase price thereof.

Thefollowing information is supplied in accordance with Treasury Regulation§1.83-2(e):

Thename, address and social security number of the undersigned:

 

 

Adescription of the property with respect to which the election is being made: **•** shares of Series M Preferred Stock, $.01 par value pershare.

Thedate on which the property was transferred: April 17, 2007  The taxable year for which such election ismade: The undersigned’s taxable year ended December 31, 2007.

Therestrictions to which the property is subject:

Allor any portion of the shares of Series M Preferred Stock which have not “vested”are subject to repurchase by the Corporation in the event the undersignedceases to be or is no longer employed by the Corporation and for any reasonwhatsoever and in such event the purchase price for each share of Series MPreferred Stock which has not “vested” subject to repurchase will be $20 pershare.

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TheSeries M Preferred Stock will “vest” on a monthly basis during the 3 years fromJuly 18, 2006 (i.e., a portion of the shares are vested as of the date ofgrant) during the time that the undersigned remains employed by the Corporationand shall vest upon a liquidation event, a qualified public offering, theredemption of the Corporation’s Series AA Preferred Stock, if the undersignedis so employed on the effective date thereof and, in certain circumstances, mayvest within nine months after the termination of such employment.

Thefair value on April 17, 2007 of the property with respect to which the electionis being made, determined without regard to any lapse restrictions:  $**•**(1).

Theamount paid for such property:  $**•**(2).

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(1)    $103 pershare

(2)    $20 pershare

A copy of this electionhas been furnished to the Secretary of the Corporation pursuant to TreasuryRegulations §  1.83-2(e)(7).

Dated:    April 17, 2007
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|--------|-----------|
|        | Executive |

 

This election must be filedwith the Internal Revenue Service Center with which taxpayer files his or herFederal income tax returns and must be made within thirty (30) days after thedate hereof.  This filing should be madeby registered or certified mail, return receipt requested.  The Executive must retain two (2) copies ofthe completed form for filing with his Federal and state tax returns for thecurrent tax year and an additional copy of his records.

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