Exhibit 10.48


 


 


STOCK UNIT
AWARD AGREEMENT


 


(Granted under the UFP Technologies, Inc.
2003 Incentive Plan)


 


This Stock Unit Award Agreement is entered into as of the
         day of
                    ,
2008 by and between UFP Technologies, Inc. (hereinafter the “Company”) and
R. Jeffrey Bailly (the “Awardee”). 
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Company’s 2003 Incentive Plan (the “Plan”).  Stock Unit Awards (SUA’s represent the
Company’s unfunded and unsecured promise to issue shares of Common Stock at a
future date, subject to the terms of this Award Agreement, including, without
limitation, the performance objectives set forth in Schedule A hereto,
and the Plan.  Awardee has no rights
under the SUAs other than the rights of a general unsecured creditor of the
Company.


 


1.             Grant of Stock
Unit Awards; Performance Objectives; Vesting.


 


                (a)           The Company, in the exercise of its
sole discretion pursuant to the Plan, does hereby award to the Awardee the number
of SUAs set forth on Schedule A hereto upon the terms and subject to the
conditions hereinafter contained.  The
SUA’s shall consist of a Threshold Award, a Target Award and an Exceptional
Award.  The Threshold, Target and the
Exceptional Awards are each awarded subject to attainment during the
Performance Cycle described on Schedule A of the Performance Objectives
set forth on Schedule A.


 


                                (b)           As soon as possible after the end of
the Performance Cycle, the Committee will certify in writing whether and to
what extent the Performance Objectives have been met for the Performance
Cycle.  The date of the Committee’s
certification pursuant to this subsection (c) shall hereinafter be
referred to as the “Certification Date”. 
The Company will notify the Awardee of the Committee’s certification
following the Certification Date (such notice, the “Determination
Notice”).  The Determination Notice shall
specify (i) the Performance Objective, as derived from the Company’s
audited financial statements; and (ii) the extent, if any, to which the
Performance Objectives were satisfied with respect to the Threshold Award, the
Target Award and the Exceptional Award. 
Payment with respect to the SUA’s shall be made on or immediately
following the Certification Date.   The
distribution to the Awardee, or in the case of the Awardee’s death, to the
Awardee’s legal representative, of shares of Common Stock in respect of the
SUAs shall be evidenced by a stock certificate, appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company, or other
appropriate means as determined by the Company.


 


2.             Intentionally
Omitted.


 


3.             Termination.  
Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s
rights under this Award Agreement with respect to the SUAs issued under this
Award Agreement shall terminate at the time such SUAs are converted into shares
of Common Stock.


 


 


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4.             Termination of
Awardee’s Continuous Status as an Employee.


 


                (a)           Except as otherwise specified in
subsection (b) below or in Section 5 or 6 below, in the event of
termination of Awardee’s Continuous Status as an employee of the Company,
Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate.  For purposes of this Award Agreement, an
Awardee’s Continuous Status as an employee shall mean the absence of any
interruption or termination of service as an employee.  Continuous Status as an employee shall not be
considered interrupted in the case of sick leave or leave of absence for which
Continuous Status is not considered interrupted as determined by the Company in
its sole discretion.


 


                (b)           Subject to: the provisions of
Paragraphs 8 and 12 of the Awardee’s Employment Agreement dated October 8,
2007 with the Company (the “Employment Agreement”); attainment during the
Performance Cycle described on Schedule A of the Performance Objectives
set forth on Schedule A; and the provisions of Section 21 of this
Award Agreement, any SUA’s representing the Threshold Award, the Target Award
and the Exceptional Award, which would otherwise have resulted in the issuance
of shares of the Company’s common stock following the Certification Date but
for: (i) the termination of the Awardee’s employment by the Company
without “Cause” (as defined in the Employment Agreement); (ii) termination
of the Awardee’s employment for “Good Reason” (as defined in the Employment
Agreement); (iii) termination of the Awardee’s employment due to the
disability of the Awardee (within the meaning of Section 409A of the
Internal Revenue Code, and hereinafter referred to as “Disability”); or (iv) termination
of the Awardee’s employment on account of the death of the Awardee, in any such
event following the end of the Performance Cycle but prior to the date on which
such shares would otherwise have been delivered to the Awardee but for such
termination, then such shares shall be issued to the Awardee, or his
beneficiary (or his estate in the event no beneficiary is named), as the case
may be, notwithstanding such termination of employment.


 


5.             Intentionally
Omitted.


 


6.             Intentionally
Omitted.


 


7.             Value of SUAs.  
In consideration of the award of these SUAs, Awardee agrees that upon and
following termination of Awardee’s Continuous Status as an employee, except as
otherwise provided in Section  4 above, any SUAs under this Award
Agreement shall be deemed to have a value of zero dollars ($0.00).


 


8.             Responsibility
for Taxes.


 


(a)           Regardless
of any action the Company takes with respect to any or all income tax
(including federal, state and local taxes), social security, payroll tax or
other tax-related withholding (“Tax Related Items”), Awardee acknowledges that
the ultimate liability for all Tax Related Items legally due by Awardee is and
remains Awardee’s responsibility and that the Company (i) makes no
representations or undertakings regarding the treatment of any Tax Related
Items in connection with any aspect of the SUAs, including the grant of the
SUAs, the 


 


 


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satisfaction
of Performance Criteria of SUAs, the conversion of the SUAs into shares of
Common Stock, the subsequent sale of any shares of Common Stock and the receipt
of any dividends; and (ii) does not commit to structure the terms of the
grant or any aspect of the SUAs to reduce or eliminate the Awardee’s liability
for Tax Related Items.  Prior to the
issuance of shares of Common Stock upon satisfaction of Performance Criteria,
Awardee shall pay, or make adequate arrangements satisfactory to the Company
(in its sole discretion) to satisfy all withholding obligations of the
Company.  In this regard, Awardee
authorizes the Company to withhold all applicable Tax Related Items legally
payable by Awardee from Awardee’s wages or other cash compensation payable to
Awardee by the Company.  Alternatively,
or in addition, if permissible under applicable law, the Company may, in its
sole discretion, (i) sell or arrange for the sale of shares of Common
Stock to be issued to satisfy the withholding obligation, and/or (ii) withhold
in shares of Common Stock, provided that the Company shall withhold only the
amount of shares necessary to satisfy the minimum withholding amount.  Awardee shall pay to the Company any amount
of Tax Related Items that the Company may be required to withhold as a result
of Awardee’s receipt of SUAs, or the conversion of SUAs to shares of Common
Stock that cannot be satisfied by the means previously described.  Except where applicable legal or regulatory
provisions prohibit, the standard process for the payment of an Awardee’s Tax
Related Items shall be for the Company to withhold in shares of Common Stock
only to the amount of shares necessary to satisfy the minimum withholding
amount.  The Company may refuse to
deliver shares of Common Stock to Awardee if Awardee fails to comply with
Awardee’s obligation in connection with the Tax Related Items as described
herein.


 


(b)           In
lieu of issuing fractional shares of Common Stock, with respect to a fraction
of a SUA, the Company shall round the shares to the nearest whole share.


 


(c)           Until
the distribution to Awardee of the shares of Common Stock in respect to the
SUAs is evidenced by a stock certificate, appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company, or other
appropriate means, Awardee shall have no right to vote or receive dividends or
any other rights as a shareholder with respect to such shares of Common
Stock.  No adjustment will be made for a
dividend or other right for which the record date is prior to the date Awardee
is recorded as the owner of the shares of Common Stock, except as provided in Section 8
of the Plan.


 


(e)           By
accepting the Award of SUAs evidenced by this Award Agreement, Awardee agrees
not to sell any of the shares of Common Stock received on account of SUAs at a
time when applicable laws or Company policies prohibit a sale.  This restriction shall apply so long as
Awardee is an Employee, Consultant or outside director of the Company or a
Subsidiary of the Company.


 


9.             Non-Transferability
of SUAs.   Awardee’s right in the SUAs awarded under this Award
Agreement and any interest therein may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner, other than by will or
by the laws of descent or distribution, prior to the distribution of the shares
of Common Stock in respect of such SUAs. 
SUAs shall not be subject to execution, attachment or other process.


 


 


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10.           Acknowledgment of
Nature of Plan and SUAs.   In accepting the Award, Awardee
acknowledges that:


 


(a)           the
Plan is established voluntarily by the Company, it is discretionary in nature
and may be modified, amended, suspended or terminated by the Company at any
time, as provided in the Plan;


 


(b)           the
Award of SUAs is voluntary and occasional and does not create any contractual
or other right to receive future awards of SUAs, or benefits in lieu of SUAs
even if SUAs have been awarded repeatedly in the past;


 


(c)           all
decisions with respect to future awards, if any, will be at the sole discretion
of the Company;


 


(d)           Awardee’s participation in the Plan
is voluntary;


 


(e)           the
future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty; and


 


(f)            notwithstanding
any terms or conditions of the Plan to the contrary and consistent with Section 4
and Section 7 above, in the event of involuntary termination of Awardee’s
employment (whether or not in breach of applicable laws), in the event of
involuntary termination of employment (whether or not in breach of applicable
laws), Awardee’s right to receive shares of Common Stock pursuant to the SUAs
after termination of employment, if any, will be measured by the date of
termination of Awardee’s active employment and will not be extended by any
notice period mandated under applicable law. 
The Committee shall have the exclusive discretion to determine when
Awardee is no longer actively employed for purposes of the award of SUAs.


 


11.           No Employment
Right.   Awardee acknowledges that neither the fact of this Award
of SUAs nor any provision of this Award Agreement or the Plan or the policies
adopted pursuant to the Plan shall confer upon Awardee any right with respect
to employment or continuation of current employment with the Company, or to
employment that is not terminable at will. 
Awardee further acknowledges and agrees that neither the Plan nor this
Award of SUAs makes Awardee’s employment with the Company for any minimum or
fixed period, and that such employment is subject to the mutual consent of
Awardee and the Company, and subject to any written employment agreement that
may be in effect from time to time between the Company and the Awardee, may be
terminated by either Awardee or the Company at any time, for any reason or no reason,
with or without cause or notice or any kind of pre- or post-termination
warning, discipline or procedure.


 


12.           Administration.  
The authority to manage and control the operation and administration of this
Award Agreement shall be vested in the Committee (as such term is defined in Section 2
of the Plan), and the Committee shall have all powers and discretion with
respect to this Award Agreement as it has with respect to the Plan.  Any interpretation of the Award 


 


 


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Agreement
by the Committee and any decision made by the Committee with respect to the
Award Agreement shall be final and binding on all parties.


 


13.           Plan Governs.  
Notwithstanding anything in this Award Agreement to the contrary, the terms of
this Award Agreement shall be subject to the terms of the Plan, and this Award
Agreement is subject to all interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the Plan.


 


14.           Notices.  
Any written notices provided for in this Award Agreement which are sent by mail
shall be deemed received three business days after mailing, but not later than
the date of actual receipt.  Notices
shall be directed, if to Awardee, at the Awardee’s address indicated by the
Company’s records and, if to the Company, at the Company’s principal executive
office.


 


15.           Electronic
Delivery.   The Company may, in its sole discretion, decide to
deliver any documents related to SUAs awarded under the Plan or future SUAs
that may be awarded under the Plan by electronic means or request Awardee’s
consent to participate in the Plan by electronic means.  Awardee hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
an on-line or electronic system established and maintained by the Company or
another third party designated by the Company.


 


16.           Acknowledgment.  
By Awardee’s acceptance as evidenced below, Awardee acknowledges that Awardee
has received and has read, understood and accepted all the terms, conditions
and restrictions of this Award Agreement and the Plan.  Awardee understands and agrees that this
Award Agreement is subject to all the terms, conditions, and restrictions
stated in this Award Agreement and the Plan, as the latter may be amended from
time to time in the Company’s sole discretion. 
The Awardee further acknowledges that he or she must accept this Award
Agreement in the manner prescribed by the Company no later than thirty (30)
days following the date set forth above.


 


17.           Board Approval.  
These SUAs have been awarded pursuant to the Plan and accordingly this Award of
SUAs is subject to approval by the Board of Directors or an authorized
committee of the Board of Directors.  If
this Award of SUAs has not already been approved, the Company agrees to submit
this Award for approval as soon as practical. 
If such approval is not obtained, this award is null and void.


 


18.           Governing Law.  
This Award Agreement shall be governed by the laws of the State of Delaware,
without regard to Delaware laws that might cause other law to govern under
applicable principles of conflicts of law.


 


19.           Severability.  
If one or more of the provisions of this Award Agreement shall be held invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provisions shall be
deemed null and void; however, to the extent permissible by law, any provisions
which could be deemed null and void shall first be construed, interpreted or


 


 


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revised
retroactively to permit this Award Agreement to be construed so as to foster
the intent of this Award Agreement and the Plan.


 


20.           Complete Award
Agreement and Amendment.   This Award Agreement, the Employment
Agreement, and the Plan constitute the entire agreement between Awardee and the
Company regarding the SUAs awarded hereunder. 
Any prior agreements, commitments or negotiations concerning these SUAs
are superseded.  This Award Agreement may
be amended only by written agreement of Awardee and the Company, without
consent of any other person.  Awardee
agrees not to rely on any oral information regarding this Award of SUAs or any
written materials not identified in this Section 20.


 


21.           Section 409A
of the Internal Revenue Code.  This
Award Agreement is intended to be in compliance with the provisions of Section 409A
of the Internal Revenue Code to the extent applicable, and the Regulations
issued thereunder.  If: (a)  the
Awardee is a “specified employee”, as such term is defined in Reg. Section 1.409A-1(i);
and (b) there occurs a separation of service (within the meaning of Section 409A
of the Internal Revenue Code) of the Awardee, for any reason, then any shares
of Common Stock that would otherwise have been distributable to the Awardee
upon such separation of service, or within 6 months thereafter, shall instead
be distributable on the earlier to occur of (i) the date which is six (6) months
following such separation of service, or (ii) the date of death of the
Awardee.  Without limiting the foregoing,
if any payment or other benefit due to the Awardee could cause the application
of an accelerated or additional tax under Section 409A of the Internal
Revenue Code, such payment or other benefit shall be restructured, to the
extent possible, in a manner, determined by the Company, that does not cause
such an accelerated or additional tax.


 


22.           Stockholder
Approval of 2003 Incentive Plan.  The
grant of this Stock Unit Award is subject to approval of the Plan at the
Company’s 2008 Annual Stockholders’ Meeting. 
In the event the Plan is not so approved by the stockholders of the
Company, then this Stock Unit Award shall automatically be terminated and of no
further force or effect.


 


 


 


 


 


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EXECUTED the day and year first above written.


 


 


	
   

  	
  UFP
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Ronald
  J. Lataille

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


 


AWARDEE’S
ACCEPTANCE:


I
have read and fully understood this Award Agreement and, as referenced in Section 16
above, I accept and agree to be bound by all of the terms, conditions and
restrictions contained in this Award Agreement and the other documents
referenced in it.


 


 


 


	
   

  	
   

  
	
  R.
  Jeffrey Bailly

  



 


 


 


 


 


 


 


 


 


 


 


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SCHEDULE A


 


The SUA’s issuable under
this Agreement shall consist of a Threshold Performance Award, a Target
Performance Award and an Exceptional Performance Award, each in the amounts set
forth below.


 


The Performance Objective
established by the Committee with respect to the Threshold Performance Award,
the Target Performance Award and Exceptional Performance Award is Operating
Income.


 


	
   

  	
   

  	
  Performance

  Objective

  	
   

  	
  Performance

  Cycle

  	
   

  	
  Number of

  Shares of

  Common Stock

  	
   

  	
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a. Threshold

  

  Performance

  

  Award

  	
   

  	
   

  	
   

  	
  Calendar Year

  2008

  	
   

  	
  25,000

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b. Target

  

  Performance

  

  Award

  	
   

  	
   

  	
   

  	
  Calendar Year

  2008

  	
   

  	
  25,000

  (in addition to (a)

  above)

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c. Exceptional

  

  Performance

  

  Award

  	
   

  	
   

  	
   

  	
  Calendar Year

  2008

  	
   

  	
  25,000

  (in addition to (a)

  and (b) above)

  	
   

  	
  100%

  	
   

  



 


 


 


 


 


 


 


 


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