UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1 4, 2013

EXOPACK HOLDING CORP.

(Exact name of registrant specified in its charter)

Delaware	333-136559	76-0678893
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)




3070 Southport Road, Spartanburg, SC		29302
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone, including area code: (864) 596-7140

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(be) ~~Resignation~~Compensatory ofArrangements ~~Director; (d) Election~~ of ~~Director.~~Certain Officers.

~~One~~On ofOctober ~~our~~4, ~~directors~~2013, ~~David~~CPG AFinance, Inc. ~~Mezzanotte~~(“CPG”), Jrthe parent of the sole stockholder of Exopack Holding Corp. (the “Company”), ~~resigned~~entered ~~from~~into ~~his~~retention ~~position~~bonus asagreements awith ~~member~~27 employees of the ~~Board~~Company, including the following named executive officers: Jack E. Knott, Chairman and Chief Executive Officer; J. Scott Ross, President of ~~Directors~~CPG Products Division; Gene Welsh, Executive Vice President of Food Group and President of Consumer Food Division; and Duane Owens, Secretary, Treasurer and Director of Investor Relations (each a “Named Executive Officer” and collectively, the “~~Board~~Named Executive Officers”). The aggregate amount of ~~Exopack~~bonuses ~~Holding Corp~~payable by CPG to all 27 Company employees under the retention bonus agreements totals approximately $3.3 (million. The bonus amounts payable to the ~~“Company”),~~Named ~~effective~~Executive ~~October~~ Officers are as follows: Jack E. Knott will receive $1,939,503; ~~2013~~J. Scott Ross will receive $214,269; Gene Welsh will receive $155,160 and Duane Owens will receive $1,000.

~~Effective~~In ~~October 1,~~exchange ~~2013,~~for ~~Clarence~~the E.payment ~~Terry~~of ~~was~~a ~~elected~~retention tobonus (the ~~Board. Mr. Terry~~“Retention isBonus”), ~~employed~~CPG asentered ainto ~~Senior~~the ~~Managing~~retention ~~Director~~bonus byagreements ~~Sun~~in ~~Capital~~order ~~Partners,~~to ~~Inc.,~~cancel an(i) ~~affiliate~~all ofoutstanding ~~the~~options ~~ultimate~~granted ~~sole~~to ~~stockholder of~~ the Company.’s ~~There~~employees ~~are~~under nothe ~~other~~2005 ~~arrangements~~Stock orOption ~~understandings~~Plan ~~between~~of MrCPG Finance, Inc. ~~Terry~~ and (ii) any ~~other~~remaining ~~person,~~ amounts payable pursuant to ~~which~~certain hebonus ~~was~~agreements. The ~~selected~~retention tobonus ~~serve~~agreements onentered ~~the~~into ~~Board~~between CPG and ~~there~~Jack ~~exist~~E. noKnott, ~~related~~J. ~~party~~Scott ~~transactions~~Ross ~~between~~and ~~Mr. Terry~~Gene ~~and~~Welsh, ~~the~~respectively, ~~Company.~~are ~~Mr. Terry~~each ~~will~~substantially ~~not~~in bethe ~~compensated~~form ~~for~~attached ~~serving~~hereto as aExhibit ~~director,~~10.1 ~~but~~(the he“Retention ~~will~~Bonus beAgreements”), ~~reimbursed~~and ~~for~~such ~~actual expenses~~form ~~incurred~~is inincorporated ~~attending~~herein ~~meetings~~by ~~of the Board~~reference.

~~Mr. Terry~~Pursuant ~~has~~to 40the ~~years~~Retention ofBonus ~~executive~~Agreements, ~~management~~the ~~experience.~~Retention ~~Prior~~Bonuses towill ~~joining~~be ~~Sun~~paid ~~Capital Partners~~in ~~Inc.~~three inequal ~~1999~~cash payments on the following dates: (i) within ten days after October 4, ~~Mr. Terry~~2013; ~~spent~~(ii) 26within ~~years~~ten ~~with~~days ~~Rain~~after ~~Bird~~July ~~Sprinkler~~1, ~~Manufacturing~~2014; ~~Corporation~~and (iii) within ten days after July 1, ~~where~~2015. A Named Executive Officer will not be entitled to receive any portion of his Retention Bonus if at the time a payment is due (x) he ~~served~~is asno ~~Vice~~longer ~~President~~an employee of ~~Consumer~~the ~~Products~~Company ~~and~~or ~~previously,~~certain ~~Vice~~of ~~President~~the Company’s affiliates or (y) he breaches or violates any of ~~Manufacturing~~the terms or provisions of the Retention Bonus Agreement, his prior option grant agreement or any future grant agreement. The HeRetention ~~received~~Bonus will be paid to a ~~Bachelor~~Named ofExecutive ~~Science~~Officer ~~Degree~~ within 30 days following a Change in ~~Civil~~Control ~~Engineering~~involving ~~and~~CPG, or following termination of the employment of the Named Executive Officer without Cause, or as a ~~Masters~~result of ~~Business~~the ~~Administration~~death ~~from~~or ~~California~~Disability ~~State~~of ~~Polytechnic~~such ~~University~~Named Executive Officer (as such terms are defined in the Retention Bonus Agreement). In addition, Mr. Knott shall be paid the Retention Bonus within 30 days following termination of his employment if such termination is made by Mr. Knott for Good Reason (as such term is defined in the Retention Bonus Agreement).

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ (d) Exhibits

The list of exhibits in the Exhibit Index is incorporated herein by reference.

*****

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	EXOPACK HOLDING CORP.

Date: October 9, 2013	By:	/s/ Jack E. Knott
		Name: Jack E. Knott
		Title: Chief Executive Officer

EXHIBIT INDEX



Exhibit No.	Description
10.1	Form of Retention Bonus Agreement

EXOPACK HOLDING CORP.

Date: October 1, 2013

/s/ Jack E. Knott

Jack E. Knott

Chief Executive Officer

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