Covalence Specialty Materials Corp. Watch

from S-4/A 11 pages Separation Agreement and General Release

from S-4 1 page Description of Director Compensation

from S-4 20 pages Covalence Specialty Materials Holding Corp. 2006 Long-Term Incentive Plan

from S-4 13 pages Separation Agreement and General Release

from S-4 16 pages Employment Agreement (This “Agreement”) Dated as of May 26, 2006, Between Covalence Specialty Materials Corp., a Delaware Corporation (The “Company”) and Layle K. Smith (The “Executive”). Whereas, the Company Desires to Employ the Executive and the Executive Desires to Be Employed by the Company Effective as of the Effective Date (As Defined in Section 10(l) of This Agreement); Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 15 pages Employment Agreement (This “Agreement”) Dated as of March 17, 2006, Between Covalence Specialty Materials Corp., a Delaware Corporation (The “Company”) and David S. Graziosi (The “Executive”). Whereas, the Company Desires to Employ the Executive and the Executive Desires to Be Employed by the Company Effective as of March 17, 2006 (The “Effective Date”); Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 15 pages Whereas, Concurrently With the Execution of the Purchase Agreement, as a Condition and Inducement to the Parent’s Willingness to Enter Into the Purchase Agreement, the Company and the Executive Entered Into a Definitive Term Sheet With Respect to the Executive’s Employment by the Company Upon Closing of the Transaction (The “Term Sheet”); and Whereas, This Agreement Is Intended to Replace the Term Sheet Effective Upon the Closing of the Transaction and Execution Hereof by the Parties Hereto; and Whereas, in Connection With the Transaction, the Company Desires to Employ the Executive and the Executive Desires to Be Employed by the Company; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 15 pages Whereas, Concurrently With the Execution of the Purchase Agreement, as a Condition and Inducement to the Parent’s Willingness to Enter Into the Purchase Agreement, the Company and the Executive Entered Into a Definitive Term Sheet With Respect to the Executive’s Employment by the Company Upon Closing of the Transaction (The “Term Sheet”); and Whereas, This Agreement Is Intended to Replace the Term Sheet Effective Upon the Closing of the Transaction and Execution Hereof by the Parties Hereto; and Whereas, in Connection With the Transaction, the Company Desires to Employ the Executive and the Executive Desires to Be Employed by the Company; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 16 pages Whereas, Concurrently With the Execution of the Purchase Agreement, as a Condition and Inducement to the Parent’s Willingness to Enter Into the Purchase Agreement, the Company and the Executive Entered Into a Definitive Term Sheet With Respect to the Executive’s Employment by the Company Upon Closing of the Transaction (The “Term Sheet”); and Whereas, This Agreement Is Intended to Replace the Term Sheet Effective Upon the Closing of the Transaction and Execution Hereof by the Parties Hereto; and Whereas, in Connection With the Transaction, the Company Desires to Employ the Executive and the Executive Desires to Be Employed by the Company; Now Therefore, in Consideration of the Mutual Covenants Contained Herein and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Employment Period

from S-4 6 pages Each of Holdings and the Company Desires to Avail Itself of Apollo’s Expertise and Consequently Has Requested That Apollo Make Such Expertise Available From Time to Time in Rendering Certain Management Consulting and Advisory Services Related to the Business and Affairs of the Company and Its Subsidiaries and Affiliates and the Review and Analysis of Certain Financial and Other Transactions. Apollo, Holdings and the Company Agree That It Is in Their Respective Best Interests to Enter Into This Agreement Whereby, for the Consideration Specified Herein, Apollo Shall Provide Such Services as Independent Consultant to the Company. Now, Therefore, in Consideration of the Mutual Covenants Hereinafter Set Forth, the Company, Holdings and Apollo Agree as Follows: Section 1. Retention of Apollo. the Company Hereby Retains Apollo, and Apollo Accepts Such Retention, Upon the Terms and Conditions Set Forth in This Agreement. Section 2. Term

from S-4 46 pages Second Lien Guarantee and Collateral Agreement Dated and Effective as of February 16, 2006, Among Covalence Specialty Materials Corp., Each Subsidiary of the Borrower Identified Herein, and Bank of America, N.A., as Administrative Agent

from S-4 51 pages Amended and Restated First Lien Guarantee and Collateral Agreement Dated and Effective as of May 18, 2006, Among Covalence Specialty Materials Holding Corp. Covalence Specialty Materials Corp., Each Subsidiary of the Company Identified Herein, and Bank of America, N.A., as Collateral Agent