# **Exhibit10.1(a)**

# PLIANT CORPORATION2006 RESTRICTED STOCK INCENTIVE PLANFORM OF RESTRICTED STOCK AGREEMENT

**THISRESTRICTED STOCK AGREEMENT** (this “Agreement”)is dated as of February 20, 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.

**NOWTHEREFORE**, in consideration of services rendered and to berendered by the Executive, and the mutual promises made herein and the mutualbenefits to be derived therefrom, the parties agree as follows:

**1.            ****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”).

**2.            ****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.

**3.             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.

**4.             Deliveries at the Closing**. At the Closing, the Executive shall deliver a check for the aggregatePurchase Price for all shares of Restricted Stock to the Corporation.  Not more than ten (10) business days afterthe Closing, the Corporation shall deliver to the Executive a stock certificate(the “Original Certificate”) representing the Restricted Stockregistered in the name of the Executive in the stock register of theCorporation.

**5.             Representations and Warranties**.

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

(i)            the Executive has the full authorityto execute and deliver this Agreement and to consummate the transactionscontemplated hereby, and the execution, delivery and performance by him of thisAgreement and the consummation of the transactions contemplated hereby havebeen duly authorized by all necessary action;

(ii)           this Agreement has been duly andvalidly executed and delivered by the Executive and this Agreement constitutesa legal and binding obligation of the Executive, enforceable against theExecutive in accordance with its terms and the execution, delivery andperformance of this Agreement by the Executive does not and will not conflictwith, violate or cause a breach of any agreement, contract or instrument towhich the Executive is a party or any judgment, order or decree to which theExecutive is subject;

(iii)          the Executive understands that the RestrictedStock has been issued pursuant to the Plan and is bound by the terms andconditions contained in this Agreement as well as the Plan and the Executivewill not transfer the Restricted Stock acquired by him hereunder, except incompliance with this Agreement and the Plan;

(iv)          the Executive is acquiring theRestricted Stock for his own account, for investment only and not with a viewto, 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)           the Executive has no need forliquidity in his investment in the Restricted Stock and is able to bear theeconomic risk of his investment in the Restricted Stock for an indefinite periodof time and understands that the Restricted Stock has not been registered orqualified under the Securities Act or any applicable state securities laws, byreason of the issuance of the Restricted Stock in a transaction exempt fromregistration and qualification requirements of the Securities Act or such statesecurities laws and, therefore, cannot be sold unless subsequently registeredor qualified under the Securities Act or such state securities laws or anexemption from registration or qualification is available;

(vi)          the Executive has been represented bycounsel and/or advisors in connection with the execution and delivery of thisAgreement and has had an opportunity to ask questions and receive answersconcerning the terms and conditions of the offering of the Restricted Stock andthe fair value of the Restricted Stock and has had full access to or beenprovided with all such other information concerning the Corporation as he hasrequested;

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(vii)         the Executive has reviewed, or has hadan opportunity to review, a copy of the Plan (including all schedules andexhibits referenced therein);

(viii)        the Executive is an officer of theCorporation, and has generally such knowledge and experience in financial andbusiness matters and with respect to investments in securities of privatelyheld companies such that the Executive is capable of evaluating the risks andmerits of his investment in the Restricted Stock;

(ix)           the Executive further understandsthat this Agreement is made with the Executive in reliance upon hisrepresentations to the Corporation contained in this Section 5.

(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)            it is a corporation duly organized,validly existing and in good standing under the laws of the jurisdiction of itsincorporation, it has full corporate power and authority to execute, deliverand perform this Agreement  and toconsummate the transactions contemplated hereby, and the execution, deliveryand performance by it of this Agreement and the consummation of thetransactions contemplated hereby have been duly authorized by all necessarycorporate action;

(ii)           theCorporation has all requisite power and authority to execute and deliver thisAgreement and any and all instruments necessary or appropriate in order toeffectuate fully the terms and conditions of this Agreement, and thetransactions contemplated thereby.  ThisAgreement has been duly authorized by all necessary action on the part of theCorporation, has been duly executed and delivered by the Corporation  and constitutes the valid and legally bindingobligation of the Corporation, enforceable in accordance with its terms andconditions, subject, as to enforcement, to bankruptcy, insolvency,reorganization, moratorium and similar laws of general applicability relatingto or affecting creditors’ rights and to general equity principles;

(iii)          theauthorization, issuance, sale and delivery of the Restricted Stock, when issuedin accordance with this Agreement, will be duly authorized by all requisiteaction of the Corporation’s Board of Directors. The Restricted Stock, when issued in accordance with this Agreement,will be validly issued and outstanding, fully paid and nonassessable, with nopersonal liability attaching to the ownership thereof, free and clear of anyliens and restrictions created by or through the Corporation whatsoever otherthan those contained in the Plan and this Agreement;

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**6.             Vestingof Restricted Shares**.

(a)           Oneach of the 36 monthly anniversaries of the Vesting Commencement Date (asdefined below) (each a “Vesting Date”), 1/36th of the Restricted Stockshall vest, provided that the Executive continues to be employed by theCorporation as of each such Vesting Date. For the purposes hereof, the Vesting Commencement Date shall mean July18, 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.

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

(a)           If the Executive’semployment with the Corporation is terminated pursuant to a Termination WithoutCause or a Resignation for Good Reason (as such terms are defined below) and anAcceleration Event is consummated within 90 days following the 

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Termination Date(as such term is defined below), then all Restricted Stock held by theExecutive which shall then be Unvested Stock shall automatically vest as of thedate of the consummation of such Acceleration Event.

(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.

**8.             Effect of Termination ofEmployment; 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, suchUnvested 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)            For the purposes hereof, Fair MarketValue shall equal the fair market value of a share of Series M Preferred Stock,as determined in good faith by the Board in a manner consistent with the mannerin which fair market value was determined in connection with the grant andissuance of the Series M Preferred Stock; provided, however, that in the eventthat such value was not determined based upon an appraisal conducted by anindependent appraisal firm not more than six months prior to or after theDetermination Date, then the Executive may require, by delivering writtennotice to the Corporation no more than ten (10) days after delivery of theBuy-Back Notice, that such an appraisal be conducted by an independent appraisalfirm selected by the Board to definitively determine Fair Market Value.

(ii)           The purchase price for any VestedShares purchased pursuant to this 8(b) shall be paid in cash or, provided that,either (x) the Executive’s employment was terminated by Executive and was not aResignation for Good Reason or as a result of his or her death or Disabilityand/or (y) such termination occurred while Harold Beavis is Chief ExecutiveOfficer of the Corporation (regardless of the circumstances), then theCorporation may elect to pay 20% of the aggregate purchase price in cash, withthe remainder to be paid in ten equal annual installments over a ten yearperiod after the date of the repurchase; provided, that any unpaid amountsshall be paid in full upon the occurrence of an 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:

“THE SHARES OF STOCKEVIDENCED HEREBY ARE RESTRICTED STOCK AS DEFINED IN THE RESTRICTED STOCKAGREEMENT DATED AS OF FEBRUARY 20, 2007, BETWEEN THE CORPORATION AND THEEXECUTIVE NAMED THEREIN (THE “RESTRICTED STOCK AGREEMENT”) AND, EXCEPT TO THEEXTENT PROVIDED IN SUCH RESTRICTED STOCK AGREEMENT, THE HOLDER OF SUCH SHARESIS NOT ENTITLED TO ANY INTEREST OR RIGHTS PROVIDED THEREIN UNTIL SUCH TIME ASTHEY BECOME VESTED STOCK IN ACCORDANCE WITH THE RESTRICTED 

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STOCK AGREEMENT”

(d)           In the event that the any capitalstock is to be repurchased pursuant to this Section 8 or in order to effectuatethe Drag 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 share certificatesrepresenting shares of the capital stock repurchased pursuant to this Section8.

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

(i)            “Cause”shall mean:

(A)          theExecutive’s commission of a crime involving his or her fraud, theft ordishonesty or engagement in willful or wrongful activities that are materiallydetrimental to the Corporation;

(B)           thematerial and willful breach by the Executive of his or her responsibilities asan employee of the Corporation or willful failure to comply with reasonabledirectives or policies of the Corporation, the Board, the Chief ExecutiveOfficer or his designees, but only if the Corporation has given Executivewritten notice specifying the breach or failure to comply, demanding that theExecutive remedy the breach or failure to comply and the Executive (1) failedto remedy the alleged breach or failed to comply within thirty days afterreceipt of the written notice and (2) failed to take all reasonable steps tothat end during the thirty days after he received the notice.

(C)           thecontinued use of alcohol or drugs by the Executive to an extent that such useinterferes with the performance of the Executive’s duties and responsibilities.

Notwithstandingthe foregoing, the term “Cause” shall not include any one or more of thefollowing: (i) bad management decision-making by the Executive or (ii) any actor omission reasonably believed by the Executive in good faith to have been inand not opposed to the best interests of the Corporation (without intent of theExecutive to gain, directly or indirectly, a profit to which the Executive wasnot legally entitled) and reasonably believed by the Executive not to have beenimproper or unlawful.

(ii)           “Disability”means any medically determinable physical or mental impairment that has lasted,or is reasonably expected to last, for a period of at least six (6) months, canreasonably be expected to be permanent or of indefinite duration, and rendersthe Executive unable to perform his duties hereunder, as certified by aphysician jointly selected by the Corporation and the Executive or theExecutive’s legal representative.

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(iii)          “Resignationfor Good Reason” shall mean Executive’s termination of his or heremployment with the Corporation and its Subsidiaries in response to any of thefollowing events:

(A)          theassignment to the Executive of any material duty materially inconsistent withthe Executive’s position (including status, offices, titles and reportingrequirements), authority, duties or responsibilities;

(B)           anyreduction in the Executive’s base salary or bonus compensation (other than anydecrease in bonus compensation as a result of a failure to achieve reasonableperformance targets which are consistent with past performance targets appliedin connection with determining bonus compensation); or

(C)           theCorporation requires the Executive to, or assigns duties to the Executive whichwould reasonably require him to, relocate his principal business office morethan forty (40) miles from where it is located on the date hereof;

provided,however that an event described above will not constitute “Good Reason” unless(1) such event occurs without the Executive’s express written consent, (2) theExecutive delivers a written notice to the Corporation of the occurrence of anysuch event not more than ninety (90) days following the occurrence of suchevents, and (3) the Corporation fails to cure or remedy such event withinthirty days (the “Cure Period”) after receiving written notice thereoffrom the Executive.  The failure by theExecutive to terminate his or her employment with the Corporation and itssubsidiaries within thirty days after the end of the Cure Period in respect ofan event otherwise qualifying as Good Reason will preclude the Executive frominvoking such event as the basis for Good Reason.

(iv)          “TerminationDate” shall mean the effective date of the termination of Executive’semployment with the Corporation.

(v)           “TerminationWithout Cause” occurs if the Corporation terminates the Executive’semployment for reasons that do not constitute Cause and other than as theresult of his death or Disability.

**9.             Conversion Upon a QualifiedPublic Offering**.  In the event an automatic conversion of theRestricted Stock occurs upon a Qualified Public Offering pursuant to theCharter, the Executive shall take the same necessary and desirable actions inconnection with the consummation of the Qualified Public Offering as the otherstockholders are required to take in connection therewith, including withoutlimitation, the execution and delivery of any underwriting, custody, lock-up orsimilar agreements.

**10.          Stock Certificates**.

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

“THE OWNERSHIP OF THIS CERTIFICATE AND THE SHARES OFSTOCK EVIDENCED HEREBY AND ANY INTEREST THEREIN IS SUBJECT TO SUBSTANTIALRESTRICTIONS ON TRANSFER UNDER AN AGREEMENT ENTERED INTO BETWEEN THE REGISTEREDOWNER AND PLIANT CORPORATION.  A COPY OFSUCH AGREEMENT IS ON FILE IN THE OFFICE 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)            effect any transfer of, ortransaction with respect to, capital stock of the Corporation pursuant to orreferenced in Section 8 hereof (including any Drag Along Rights);

(ii)           to effect a conversion of theRestricted Stock upon a Qualified Public Offering pursuant to the Charter; and

(iii)          to execute such documents as theCorporation deems necessary or advisable in connection with any such transferor transaction or conversion.

**11.          Tax Election**. THE EXECUTIVE ACKNOWLEDGES THAT IT IS THE EXECUTIVE’S SOLERESPONSIBILITY, AND NOT THE CORPORATION’S, TO DECIDE IF AN ELECTION UNDERSECTION 83(B) OF THE INTERNAL REVENUE CODE SHOULD BE MADE AND TO FILE TIMELYSUCH ELECTION, EVEN IF THE EXECUTIVE REQUESTS THE CORPORATION OR ITSREPRESENTATIVES 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.

**12.         ****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 address given beneath the Executive’ssignature hereto, or at such other address as either party may hereafterdesignate in writing to the other.

**13.         ****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 bebound by 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.

**14.          Survival of Representations, Warrantiesand Agreements**.  All representations, warranties andagreements contained herein shall survive the consummation of the transactionscontemplated hereby and the termination of this Agreement indefinitely.

**15.         ****Entire Agreement; Amendment**. This Restricted Stock Agreement and the Plan together constitute theentire agreement and supersede all prior understandings and agreements, writtenor oral, of the parties hereto with respect to the subject matter hereof.  The provisions of this Agreement may be amended,modified and waived only with the prior written consent of the Corporation andthe Executive and no course of conduct or failure or delay in enforcing theprovisions of this Agreement shall be construed as a waiver of such provisionsor affect the validity, binding effect or enforceability of this Agreement orany provision hereof.  Notwithstandinganything to the contrary contained in the Plan or the Charter, any amendment,modification or waiver to the terms of the Restricted Stock contained in theCharter and Plan that would materially adversely affect the Executive’s rightstherein or herein or which materially adversely affects the rights orpriorities of the Restricted Stock, shall not be effective against theExecutive without the prior written consent of the Executive.  Notwithstanding the foregoing, nothingcontained herein shall limit the Corporation’s ability to make amendments,modifications or waivers to the terms of the Plan or Charter to the extent therequirements set forth in the Plan and the Charter regarding such amendments,modifications and waivers have been met.

**16.          WAIVER OF JURY TRIAL.** EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIALBY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TOTHIS AGREEMENT.

**17.          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 any provisionof this Agreement and to exercise 

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all other rights existing in its favor.  The parties hereto agree and acknowledge thatmoney damages may not be an adequate remedy for any breach of the provisions ofthis Agreement and that any party hereto may in its sole discretion apply toany court of law or equity of competent jurisdiction for specific performanceand/or other injunctive relief (without posting any bond or deposit) in orderto enforce or prevent any violations of this Agreement.

**18.         ****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.

**19.         ****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.

**20.         ****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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**Exhibit10.1(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 10.1(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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**Exhibit10.1(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 February 20, 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 February 20, 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:

 

 

A description of theproperty with respect to which the election is being made: **•**shares of Series M Preferred Stock, $.01 par value per share.

The date on which theproperty was transferred: February 20, 2007 The taxable year for which such election is made: The undersigned’staxable year ended December 31, 2007.

The restrictions to whichthe property is subject:

All or any portion of theshares of Series M Preferred Stock which have not “vested” 

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are subject to repurchase bythe Corporation in the event the undersigned ceases to be or is no longeremployed by the Corporation and for any reason whatsoever and in such event thepurchase price for each share of Series M Preferred Stock which has not “vested”subject to repurchase will be $20 per share.

The Series M Preferred Stockwill “vest” on a monthly basis during the 3 years from July 31, 2006 (i.e., aportion of the shares are vested as of the date of grant) during the time thatthe undersigned remains employed by the Corporation and shall vest upon aliquidation event, a qualified public offering, the redemption of theCorporation’s Series AA Preferred Stock, if the undersigned is so employed onthe effective date thereof and, in certain circumstances, may vest within ninemonths after the termination of such employment.

The fair value on February20, 2007 of the property with respect to which the election is being made,determined without regard to any lapse restrictions:  $**•**(1).

The amount paid for suchproperty:  $**•**(2).

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(1)             $103 per share

(2)             $20 per share

A copy of this election has been furnished to theSecretary of the Corporation pursuant to Treasury Regulations § 1.83-2(e)(7).

Dated:    February 20, 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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