SEVERANCE AND RELEASE AGREEMENT

 

<Page>

 

                                                                   Exhibit 10.64

 

                         SEVERANCE AND RELEASE AGREEMENT

 

     This Severance and Release Agreement (this "AGREEMENT") is entered into

effective as of March 18, 2005 (the "EFFECTIVE DATE"), by and between LORI

ROBERTS, an individual ("EXECUTIVE") and PLIANT CORPORATION, a Utah corporation

("PLIANT").

 

                                    RECITALS

 

     WHEREAS, Executive has been employed by Pliant as an employee at will and

has served as an officer of Pliant and as an officer and/or manager of certain

of Pliant's direct and indirect subsidiaries (collectively, the "SUBSIDIARIES");

and

 

     WHEREAS, Executive has decided to resign her positions as an officer and/or

manager of Pliant and the Subsidiaries effective as of the Effective Date; and

 

     WHEREAS, Executive has decided for personal reasons to resign her

employment with Pliant, thereby terminating the employment relationship between

Executive and Pliant, effective as of April 1, 2005 (the "EMPLOYMENT RESIGNATION

DATE"); and

 

     WHEREAS, Executive and Pliant agree that the employment relationship

between Executive and Pliant shall be severed as set forth herein; and

 

     WHEREAS, Executive purchased 32 shares of Pliant's Series B Preferred Stock

pursuant to the Pliant Corporation 2004 Restricted Stock Incentive Plan (the

"PLAN" and the Restricted Stock Agreement, dated September 24, 2004, between

Executive and Pliant (the "RESTRICTED STOCK AGREEMENT"); and

 

      WHEREAS, upon such termination of Executive's employment with Pliant,

Pliant has the right pursuant to the Restricted Stock Agreement to repurchase

28 shares of Pliant's Series B Preferred Stock held by Executive (the

"REPURCHASED SHARES"); and

 

     WHEREAS, in consideration of this Agreement and the releases,

acknowledgements and agreements by Executive set forth herein, Pliant has agreed

to make certain payments to Executive, which payments Executive is not otherwise

entitled to receive.

 

                                     AGREEMENT

 

     NOW, THEREFORE, in consideration of the foregoing and the premises,

covenants, payments and agreements contained herein, the receipt and adequacy of

which are hereby acknowledged, and intending to be legally bound, Pliant and

Executive agree as follows:

 

     1.    RESIGNATION. Executive hereby resigns each of her officer and/or

manager positions at Pliant and its Subsidiaries effective as of the Effective

Date. Executive hereby resigns her employment with Pliant as of the Employment

Resignation Date, and the employment relationship between Executive and Pliant

is hereby terminated as of the Employment Resignation Date. During the period

commencing on the Effective Date and ending on the Employment Resignation Date

(the "TRANSITION PERIOD"), Executive shall assist in transitioning her duties to

one or more other employees of Pliant; PROVIDED, HOWEVER, that during

 

<Page>

 

the Transition Period Executive may perform such transition services from home

or such other location as Executive chooses and shall not be required to report

to work at any Pliant location.

 

     2.    ACKNOWLEDGEMENTS BY EXECUTIVE. Executive acknowledges and agrees that:

(i) each of the Plan and the Restricted Stock Agreement remains in full force

and effect in accordance with the terms thereof, and Executive will abide by the

terms thereof; (ii) other than the payments and benefits expressly required

pursuant to SECTIONS 3, 4 AND 5 below, Pliant has paid Executive all

compensation and other amounts due and owing to Executive related to any

employment, officer, director or manager relationship or otherwise, including,

without limitation, all salary, commissions, bonuses, sick pay and vacation pay,

and no other amounts are owed to Executive by Pliant or any of the Subsidiaries

for any reason whatsoever; (iii) other than the four (4) shares of Pliant Series

B Preferred Stock retained by Executive (the "RETAINED INTEREST"), Executive has

no equity or similar interest whatsoever in Pliant or any of the Subsidiaries;

(iv) the Retained Interest is, as of the Effective Date, subject to the Plan and

the Restricted Stock Agreement; (v) Executive has no right to any future

position (including, without limitation, employee, officer, director or manager)

with Pliant or any of the Subsidiaries; (vi) except as expressly provided in

SECTION 4 below or as provided by applicable law, upon the Employment

Resignation Date Executive is no longer eligible to participate in or receive

benefits under any applicable benefit plans, including, without limitation,

health insurance plans, dental insurance plans, life insurance plans, short and

long term disability plans, 401(k) plans and any other benefit plans or programs

available to employees of Pliant (directly or indirectly); and (vii) as of the

Employment Resignation Date, Executive is no longer an employee of Pliant and

may under no circumstances represent herself to be in any way connected with or

a representative of Pliant or any of the Subsidiaries. Executive further

acknowledges and agrees that the payments and accommodations required pursuant

to SECTIONS 3, 4 AND 5 below are amounts or benefits to which she would not

otherwise be entitled and such payments and benefits are being provided by

Pliant pursuant to the terms of this Agreement in consideration of the

agreements, acknowledgements, covenants and releases contained herein.

 

     3.    LUMP SUM PAYMENT. Provided Executive has not cancelled this Agreement

pursuant to SECTION 18 below, Pliant shall pay Executive, on April 1, 2005, an

amount equal to $404,436.60 (calculated as (i) $225,000 which is one year of

Executive's base salary, (ii) $112,500 which is the bonus at target to which

Executive would be entitled with respect to calendar year 2005 if Executive

remained employed by Pliant through December 31, 2005, plus (iii) $12,177.76

which is Executive's accrued vacation as of the Employment Resignation Date,

plus (iv) $222.84 which is pending expense reimbursement owed to Executive, plus

(v) $50,000, and plus (vi) $4,536 which is the amount to be paid by Pliant for

the Repurchased Shares pursuant to SECTION 7 below) (the "LUMP SUM PAYMENT").

 

     4.    MEDICAL, DENTAL AND BASIC LIFE BENEFITS. Provided Executive has not

cancelled this Agreement pursuant to SECTION 18 below, Executive shall be

entitled to continue participation in the Pliant medical, dental and basic life

plans in which Executive participates immediately prior to the Effective Date

during the Transition Period and for a period of up to twelve months (12) months

commencing on the Employment Resignation Date and ending March 31, 2006. At all

times during such period, Executive shall continue to be responsible for, and

shall pay to Pliant on a monthly basis, the then current active employee

contribution rate amounts under such plans. Commencing April 1, 2006, Executive

shall be eligible for extended

 

                                        2

<Page>

 

continuation coverage under such medical plan for a period of eighteen (18)

months. At all times during such extended continuation period, Executive shall

be responsible for, and shall pay to Pliant on a monthly basis, the then current

COBRA contribution rate amounts. The medical, dental and basic life benefits

described in this SECTION 4 are referred to in this Agreement as the "CONTINUED

MEDICAL, DENTAL AND BASIC LIFE BENEFITS"). Notwithstanding anything in this

Agreement to the contrary, the Continued Medical, Dental and Basic Life

Benefits, and Executive's right to participation in the plans related thereto,

shall terminate immediately in the event Executive obtains alternative

employment which offers comparable coverage, obtains alternative comparable

medical, dental and/or basic life coverage prior to the expiration of such

rights or as otherwise required under applicable law.

 

     5.    OUTPLACEMENT SERVICE BENEFITS; LEGAL FEES. Provided Executive has not

cancelled this Agreement pursuant to SECTION 18 below, Executive shall be

entitled to receive outplacement services for a period of twelve (12) months

commencing on the Effective Date; PROVIDED, HOWEVER, that Pliant's obligations

pursuant to this SECTION 5 shall in no event exceed $20,000 (the "OUTPLACEMENT

BENEFITS"). In addition, provided Executive has not cancelled this Agreement

pursuant to SECTION 18 below, Executive shall be entitled to be reimbursed by

Pliant for reasonable legal fees incurred and paid by Executive in connection

with the negotiation and execution of this Agreement in an aggregate amount not

to exceed $7,500, provided that detailed documentation substantiating such

reasonable legal fees is provided to Pliant (the "LEGAL FEE BENEFIT").

 

     6.    RELEASES.

 

               (a) RELEASE BY EXECUTIVE. In consideration of the payments by and

               agreements of Pliant contained herein, Executive agrees to

               forever RELEASE and DISCHARGE Pliant, the Subsidiaries, J.P.

               Morgan Partners, LLC and each of their respective direct and

               indirect parents, subsidiaries and affiliates, as well as all of

                their respective shareholders, members, directors, officers,

               managers, employees, agents and attorneys (hereinafter

               collectively referred to as the "RELEASED PARTIES") and the

               heirs, executors, administrators, successors and assigns of the

               Released Parties from any and all charges, complaints, claims,

               promises, suits, debts, sums of money, accounts, covenants,

               contracts, controversies, damages, judgments, rights,

                obligations, agreements and causes of action, whether known or

               unknown, whether contingent or liquidated, whether by

               apportionment or otherwise, of every kind, nature or description

               arising by reason of any matter, cause or thing whatsoever at any

               time from the beginning of the World to the Effective Date. This

               release includes, but is not limited to: any payments required

               pursuant to the Management Incentive Plan; any claims as a

               stockholder of the Company; any claims relating in any way to

               Pliant's Series B Preferred Stock (including, without limitation,

               any claim for entitlement to any shares thereof other than the

               Retained Interest retained by Executive hereunder); any claims

               relating in any way to any incentive plan or any agreement

               relating thereto, or any option or other right arising thereunder

               (which Executive acknowledges and agrees terminate in their

               entirety upon termination of

 

                                        3

<Page>

 

               Executive's employment by Pliant); any claims for continued

               employment, employment pay, incentive pay, performance bonuses,

               commissions, vacation pay, sick pay, severance pay and benefits

               (except accrued retirement benefits); any rights arising out of

               alleged violations or breaches of any express or implied

               agreements; breach of the implied covenant of good faith and fair

               dealing; any legal restrictions on the Released Parties' rights

               to terminate employees; any tort; negligent or intentional

               misrepresentation; wrongful discharge; intentional or negligent

               interference with contractual relations; intentional or negligent

               infliction of emotional distress; whistleblowing; or past

               violation of any statute including: Title VII of the Civil Rights

               Act, the Age Discrimination in Employment Act as amended by the

               Older Worker Benefit Protection Act; ERISA, COBRA, and any other

               federal, state or local rule, regulation or law. Executive

               promises not to initiate a lawsuit or bring a claim against the

               Released Parties, in any court or otherwise, relating to any

               action released under this SECTION 6(a), under any common law

               claim, whether in law or equity, or federal, state or local

               statute, ordinance or rule of law. Executive also waives any

               remedy or recovery in any action that may be brought on her

               behalf by any government agency or other person. Notwithstanding

               the foregoing, Executive reserves all rights relating to the Lump

               Sum Payment, the Continued Medical, Dental and Basic Life

               Benefits, the Outplacement Benefits, the Legal Fee Benefit and

               any rights through the Employment Resignation Date as an officer

               of Pliant under Pliant's statutory and contractual officer and

               director indemnification obligations.

 

           (b)   RELEASE BY PLIANT. In consideration of the agreements, covenants

               and releases of Executive contained herein, Pliant agrees to

               forever RELEASE and DISCHARGE Executive and her heirs and

               executors, from any and all charges, complaints, claims,

               promises, suits, debts, sums of money, accounts, covenants,

               contracts, controversies, damages, judgments, rights,

               obligations, agreements and causes of action, whether known or

               unknown, whether contingent or liquidated, whether by

               apportionment or otherwise, of every kind, nature or description

               arising by reason of any matter, cause or thing whatsoever at any

               time from the beginning of the World to the Effective Date;

               PROVIDED, HOWEVER, that notwithstanding the foregoing, the

               release set forth in this SECTION 6(b) shall not apply to (i) any

               charges, complaints, claims, promises, suits, debts, sums of

               money, accounts, covenants, contracts, controversies, damages,

               judgments, rights, obligations, agreements or causes of action to

               the extent the same arise from or relate to fraud, embezzlement,

               theft or willful misconduct on the part of Executive or (ii)

               Executive's obligations under this Agreement, the Plan, the

               Restricted Stock Agreement or pursuant to the covenants of any

               incentive bonus plan or program in which Executive has been a

               participant during her employm