Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of November 8, 2013 by and between Orchids Paper Products Company (“Company”) and Jeffrey S. Schoen (“Executive”).

WHEREAS, Executive desires to serve as the President and Chief Executive Officer of the Company and in exchange for the protection and other consideration set forth in this Agreement, is willing to give the Company, under certain circumstances, his covenant not to compete, and the Company desires to so employ Executive.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Company and Executive hereby agree as follows:

ARTICLE I

Definitions

ARTICLE II

Employment

Beginning November 8, 2013, Executive shall be eligible for the opportunity to earn performance bonuses in an amount up to 100% of Base Salary (with a target bonus equal to 60% of Base Salary), based on the achievement of such targets as shall be established, in accordance with the Company’s bonus program. Solely for purposes of calculating a bonus under this section, Base Salary shall be defined as the annual Base Salary at the start of any performance period under the program multiplied by a fraction in which the numerator is the number of months in the performance period and the denominator is twelve (12). Executive may receive a bonus in relation to the fiscal year ending December 31, 2013 that is prorated according to the number of days Executive was employed during that year. Thereafter, if Executive was employed for less than 50% of a performance period, Executive shall not be entitled to any portion of a performance bonus for that period. If Executive was employed for at least 50% of a performance period, but less than the entire period, Executive shall receive a prorated portion of any bonus for that period. All payments will be paid in accordance with the terms of the applicable bonus plan. Executive shall be entitled to participate in all retirement, disability, pension, savings, life, health, medical, dental, insurance and other fringe benefits or plans of the Company generally available to executive employees of the Company.

ARTICLE III

Miscellaneous

3.1 Executive’s Representations . Executive hereby represents and warrants to the Company that (i) Executive’s execution, delivery and performance of this Agreement do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, and (ii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive represents that he is not bound by any other noncompete or confidentiality restrictions. Executive hereby acknowledges and represents that he fully understands the terms and conditions contained herein.

3.2 Survival . Sections 2.5 and 2.6 and Sections 3.2 through 3.15 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.

3.3 Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via facsimile, or sent via electronic mail, to the recipient. Such notices, demands and other communications will be sent to the addresses indicated below:

To the Company:

Orchids Paper Products Company

4826 Hunt Street

Pryor, OK 74361

Attn: Keith Schroeder

krschroeder@orchidspaper.com

with a copy to:

Polsinelli, P.C.

161 North Clark Street, Suite 4200

Chicago, IL 60601

Attn: Don Figliulo

dfigliulo@polsinelli.com

To Executive:

Jeffrey S. Schoen

4826 Hunt Street

Pryor, OK 74361

jsschoen@orchidspaper.com

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

3.4 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, (a) the parties agree that such provision(s) will be enforced to the maximum extent permissible under the applicable law, and (b) any invalidity, illegality or unenforceability of a particular provision will not affect any other provision of this Agreement.

3.5 Successors and Assigns . Except as otherwise provided herein, all covenants and agreements contained in this Agreement shall bind and inure to the benefit of and be enforceable by the Company, and their respective successors and assigns. This Agreement is personal to Executive and except as otherwise specifically provided herein, this Agreement, including the obligations and benefits hereunder, may not be assigned to any party by Executive.

3.6 Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

3.7 Counterparts . This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

3.8 Waiver . Neither any course of dealing nor any failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of such right, power or privilege or of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged therewith, and, in the case of Company, by its duly authorized officer.

3.9 Entire Agreement . This instrument constitutes the entire agreement of the parties in this matter and shall supersede any other agreement between the parties, oral or written, concerning the same subject matter including, but not limited to, any prior employment and severance agreements. Without limiting the foregoing, the term sheet covering the offer for employment by the Company to Executive is specifically superseded hereby and of no force or effect.

3.10 Amendment . This Agreement may be amended only by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Executive and by a duly authorized officer of the Company.

3.11 Governing Law . This Agreement shall be signed by the parties in Tulsa, Oklahoma. All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic law of the State of Oklahoma, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Oklahoma. Any litigation relating to or arising out of this Agreement shall be filed and litigated exclusively in the state or federal courts of Oklahoma.

3.12 Remedies . Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement, including, without limitation, Sections 2.5 and 2.6 hereof, and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

3.13 Future Employment . Executive shall disclose the existence of this Agreement to any new employer or potential new employer which offers products or services that compete with the Company’s business. Executive consents to the Company informing any subsequent employer of Executive, or any entity which the Company in good faith believes is, or is likely to be, considering employing Executive, of the existence and terms of this Agreement.

3.14 Specified Employee Determination . Notwithstanding anything herein to the contrary, in the event that Executive is determined to be a specified employee in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder for purposes of any payment on termination of employment hereunder, payment(s) shall be made or begin, as applicable on the first payroll date which is more than six months following the date of separation from service, to the extent required to avoid the adverse tax consequences under Section 409A of the Code (“Section 409A”).

3.15 Section 409A . All payments under the Agreement are intended to be exempt from Section 409A as short-term deferrals.  In the event that any provision of the Agreement is deemed to be subject to Section 409A, the Company shall operate the Agreement in accordance with the requirements set forth in Section 409A.  If any provision of the Agreement does not comply with the requirements of Section 409A, the Company, in exercise of its sole discretion and without consent of the Executive, may amend or modify the Agreement in any manner to the extent necessary to meet the requirements of Section 409A.

3.16 Arbitration . The parties agree that all disputes arising under or in connection with this Agreement, and any and all claims by Executive relating to his employment with the Company, including any claims of discrimination arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act or any similar federal, state or local law will be submitted to arbitration in Tulsa, Oklahoma to the American Arbitration Association (“AAA”) under its rules then prevailing for the type of claim in issue. The parties each hereby specifically submit to the personal jurisdiction of any federal or state court located in the State of Oklahoma for any such action and further agree that service of process may be made within or without the State of Oklahoma by giving notice in the manner provided herein.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement this 23 ^rd day of January, 2014 and effective as of the date first written above.

COMPANY

By: /s/ Steven R. Berlin

Name: Steven R. Berlin

Title: Board Chair

EXECUTIVE

/s/ Jeffrey S. Schoen

Name: Jeffrey S. Schoen

Exhibit 10.2  

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made by and between Orchids Paper Products Company (“Company”) and Jeff Schoen (“Optionee”) and is effective as of the Date of Grant (defined below).

WITNESSETH THAT:

WHEREAS, the Company desires to grant to Optionee the option to purchase certain nonqualified options to purchase certain shares of its stock; and

WHEREAS, Optionee is now an employee of the Company; and

WHEREAS, the Company and Optionee understand and agree that this grant is made independent of, and is not subject to the terms of the Orchids Paper Products Company Stock Incentive Plan.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1.          Grant and Terms of Option . The Company grants to Optionee, effective November 8, 2013 (“Date of Grant”), the option to purchase all or any part of four hundred thousand (400,000) shares of the common stock of the Company (“Common Stock”), for a period of ten (10) years from the Date of Grant, at the purchase price of $30.25 per share, which is the Fair Market Value of such stock on the Date of Grant (the “Option”). The “Fair Market Value” of the stock shall be the arithmetic mean between the high and lows of prices of such stock as reported on such date on the composite tape of the principal national securities exchange, or, if applicable, the NASDAQ National Market on which such stock is listed or admitted to trading. However, that the right to exercise this Option shall be, and is hereby, restricted as follows:

(a)       This Option grant shall be void ab initio in the event shareholder approval is not received by September 30, 2014 for the grant of the Option provided hereunder.

(b)       The Option shall become exercisable when the share price of the Common Stock closes at a certain percentage of the purchase price of the Option for three consecutive business days, in accordance with the following vesting schedule. However, in no event shall the Option become vested prior to the date that shareholder approval is obtained pursuant to Section 2(a):

In the event that Optionee’s employment with the Company is terminated for any reason, whether voluntarily or involuntarily, before the Option becomes vested as provided above, the portion of the Option that has not yet vested as of such date shall not vest and shall be forfeited immediately, except to the extent otherwise provided herein.

(c)       Any unvested portion of the Option shall expire five (5) years from the Date of Grant.

(d)       Notwithstanding the above, immediately prior to a Change in Control, Optionee will immediately become 100% vested in the total number of shares to which this Option relates, provided such Change in Control occurs within five (5) years from the Date of Grant. For purposes of this Agreement, “Change in Control” means (i) the purchase or other acquisition (other than from the Company) by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “Act”) (excluding, for this purpose, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of either the then-outstanding shares of common stock of the Company or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors; (ii) a change in the ownership of all or substantially all of the Company’s assets, which occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions, or (iii) a reorganization, merger or consolidation, in each case with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of, respectively, the common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then-outstanding voting securities, or a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company.

(e)       In no event may the Option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant.

(f)       The purchase price of the shares subject to the Option may be paid for (i) in cash, (ii) in the discretion of the Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Company, by a combination of methods of payment specified in clauses (i) and (ii).

3.          Anti-Dilution Provisions . In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, the number of shares covered by this Agreement and the price thereof may be adjusted, to the same proportionate number of shares and price as in this original Agreement.

4.          Investment Purpose and Other Restrictions on Transfer . Optionee represents that, in the event of the exercise by Optionee of the Option hereby granted, or any part thereof, Optionee intends to purchase the shares acquired on such exercise for investment and not with a view to resale or other distribution; except that the Company, at its election, may waive or release this condition as it deems advisable or necessary in the event the shares acquired on exercise of the Option are registered under the Securities Act of 1933, or upon the happening of any other contingency warranting the release of such condition. Optionee agrees that the certificates evidencing the shares acquired by Optionee on exercise of all or any part of the Option, may bear a restrictive legend, if appropriate, indicating any restrictions on the transfer thereof, which legend may be in such form as the Company shall determine to be proper.

5.          Non-Transferability . Neither the Option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect. The Option may be exercised during Optionee’s lifetime only by Optionee or his guardian or legal representative.

6.          Shares Issued on Exercise of Option . It is the intention of the Company that on any exercise of the Option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares, or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof.

9.          Administration . The Option has been granted pursuant to a determination made by the Company, or such Committee or any successor or substitute committee authorized by the Board of Directors or the Board of Directors itself, subject to the express terms of this Option, shall have plenary authority to interpret any provision of the Option and to make any determinations necessary or advisable for the administration of the Option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof.

10.        Option Not an Incentive Stock Option . It is intended that this Option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

11.        No Contract of Employment . Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time.

12.        Severability . Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein.

13.        Non-Waiver of Rights . The Company’s failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this Agreement.

14.        Entire Agreement; Amendments . No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto. This Agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this Agreement.

15.        Assignment . This Agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company.

16.        Choice of Forum and Governing Law . All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic law of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any litigation relating to or arising out of this Agreement shall be filed and litigated exclusively in the state or federal courts of Delaware.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Optionee has signed this Agreement to evidence Optionee’s acceptance of the Option herein granted and of the terms hereof, all effective as of the Date of Grant.