ATLANTIS PLASTICS INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                                                                    EXHIBIT 10.2


                                                      July 18, 2000



Mr. Paul Rudovsky
Executive Vice President
Atlantis Plastics, Inc.
1870 The Exchange, Suite 200
Atlanta, Georgia  30339

Re:     Separation from Atlantis Plastics, Inc.

Dear Paul:

         You and Atlantis Plastics, Inc. (the "Company") have mutually agreed
that you will retire as an officer and director of Atlantis and all of its
subsidiaries effective September 1, 2000 (the "Separation Date"). In that
regard, this letter confirms our agreement with you regarding the matters set
forth below.

Change of Control Agreement

         Reference is made to that certain Agreement dated August 2, 1999
between you and the Company (the "Change of Control Agreement"). The Change of
Control Agreement is hereby terminated and of no further force or effect without
the need for any further action by either party.

Employment Agreement

         Reference is made to that certain Employment Agreement dated as of
March 6, 1995 between you and the Company, as amended by that certain Amendment
to Employment Agreement dated April 8, 1996, as further amended by that certain
Amendment to Employment Agreement dated February 14, 1997, as amended by that
certain Third Amendment to Employment Agreement dated August 2, 1999 (as
amended, the "Employment Agreement"). You and the Company agree that the
Employment Agreement will continue in full force and effect from the date hereof
and will terminate on the Separation Date, unless sooner terminated in
accordance with the terms and conditions thereof. The parties hereby confirm
that: (i) the provisions of Sections 6 and 7 of the Employment Agreement will
survive termination of the Employment Agreement; (ii) you shall not receive any
incentive compensation for the Company's 2000 fiscal year; (iii) you shall
receive all benefits normally provided to an executive through the Separation
Date and (iv) the Company is not terminating you (either for Cause,


<PAGE>

Mr. Paul Rudovsky
July 18, 2000
page 2


without Cause, on the basis of any disability or for any other reason) and you
shall not be entitled to severance payments pursuant to Section 5.4 of the
Employment Agreement.

Additional Benefits

         You and the Company agree as follows, provided that you do not
voluntarily cease to serve in your current capacity as Executive Vice President
and Chief Financial Officer of the Company from the date hereof through the
Separation Date:

         Commuting Expenses. The Company will reimburse you, upon the receipt of
proper substantiation, up to $10,000 for expenses incurred paid by you from June
23, 2000 through the Separation Date in connection with your travel to and from
your home in Pinehurst, NC, lodging in Atlanta, and related expenses.

         Health Insurance. The Company will pay your medical insurance premiums,
in an aggregate amount not to exceed $10,000, during the 18-month period
following the Separation Date.

Stock Options

         You and the Company acknowledge and agree that on the date hereof, you
hold options to purchase 172,000 shares of the Company's Class A Common Stock,
par value $0.01 per share, of which 122,600 are vested. You and the Company
agree that the 49,400 unvested options will be canceled and terminated without
being exercised effective as of the Separation Date. You and the Company agree
that the 122,600 vested options are and will be exercisable from the date hereof
to and including the one year anniversary of the Separation Date, whereupon any
such options that have not been exercised will be canceled and terminated.
Appropriate amendments to each of the stock option agreements will be signed by
you and the Company forthwith.

Assistance with Search for Replacement CFO and Transition

         You agree to provide the Company reasonable assistance in identifying
and hiring an executive officer to replace you as Chief Financial Officer of the
Company from the date hereof through the Separation Date.

Consulting Services

         You agree that, if (i) so requested by the Company during any or all of
the 24-month period following the Separation Date, and (ii) you and the Company
mutually agree on the time, duration, and other details of a consulting
assignment, you will offer your consulting services, as an independent
contractor, to the Company for a daily rate of $2,000 per day plus reasonable
travel and other expenses, unless you and the Company negotiate a project-based
fee.


<PAGE>

Mr. Paul Rudovsky
July 18, 2000
page 3


         The Company represents that the above agreement has been duly
authorized by all requisite action of the Company's Board of Directors (or
Committees of the Company's Board of Directors).

         If the foregoing accurately reflects our agreement, kindly sign the
duplicate copy of this letter agreement enclosed herewith and return it to me.


                                                 Sincerely,



                                                 Earl W. Powell
                                                 Chairman of the Board



                                                 ACCEPTED AND AGREED:



                                                 --------------------------
                                                 Paul Rudovsky

</TEXT>
</DOCUMENT>
