exv10w2



 






EXHIBIT 10.2




ENNIS, INC.




2004 LONG-TERM INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




     THIS AGREEMENT, made and entered into as of the ___day of February, 2006, by and between
ENNIS, INC., a Texas corporation (“Ennis”), and ___, an employee, outside
director or other service provider of Ennis or one of its Affiliates (“Participant”).



     WHEREAS, the Compensation Committee of Ennis’ Board of Directors or, with respect to grants
made to outside directors, the Board of Directors (the “Committee”), acting under the 2004
Long-Term Incentive Plan (the “Plan”), has the authority to award restricted shares of Ennis’
common stock, $2.50 par value per share (the “Common Stock”), to employees, outside directors and
other service providers of Ennis or an Affiliate; and



     WHEREAS, pursuant to the Plan, the Committee has determined to make such an award to
Participant on the terms and conditions and subject to the restrictions set forth in the Plan and
this Agreement, and Participant desires to accept such award;



     NOW, THERFORE, in consideration of the premises and mutual covenants and agreements contained
herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:



     1. Restricted Stock Award. On the terms and conditions and subject to the
restrictions, including forfeiture, hereinafter set forth, Ennis hereby awards to Participant, and
Participant hereby accepts, a restricted stock award (the “Award”) of ___shares (the
“Restricted Shares”) of Common Stock. The Award is made effective as of the ___day of February,
2006 (the “Effective Date”). A certificate representing the Restricted Shares shall be issued in
the name of Participant (or, at the option of Ennis, in the name of a nominee of Ennis) as of the
Effective Date and delivered to Participant on the Effective Date or as soon thereafter as
practicable. Participant shall cause the certificate representing the Restricted Shares, upon
receipt thereof by Participant, to be deposited, together with stock powers and any other
instrument of transfer reasonably requested by Ennis duly endorsed in blank, with Ennis, to be held
by Ennis in escrow for Participant’s benefit until such time as the Restricted Shares represented
by such certificate are either forfeited by Participant to Ennis or the restrictions thereon
terminate as set forth in this Agreement.



     2. Vesting and Forfeiture.




     (a) The Restricted Shares shall be subject to a restricted period (the “Restricted
Period”) that shall commence on the Effective Date and shall end on the third anniversary of
the Effective Date, February ___, 2009. During the Restricted Period, the Restricted Shares
shall be subject to being forfeited by Participant to Ennis as provided in



 









 






this Agreement, and Participant may not sell, transfer, pledge, exchange, hypothecate or
otherwise dispose of any of the Restricted Shares (the “Restrictions”), except that the
Restrictions shall be removed as to (i) 33-1/3% of such shares (if a fractional number, then
the next lower whole number) on February ___, 2007, provided Participant is in the
continuous service of Ennis or an Affiliate until such date; (ii) an additional 33-1/3% of
such shares (if a fractional number, then the next lower whole number) on February ___,
2008, provided Participant is in the continuous service of Ennis or an Affiliate until such
date; and (iii) the remaining shares on February ___, 2009, provided Participant is in the
continuous service of Ennis or an Affiliate until such date. Following the removal of the
Restrictions on any Restricted Shares, Ennis shall deliver to Participant from escrow a
certificate representing such Shares and Participant shall be free to sell, transfer,
pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to
applicable securities laws and the policies of Ennis then in effect.




     (b) Subject to paragraph (c) of this Section, upon termination of Participant’s
employment or service with Ennis or any Affiliate, (i) Participant shall have no rights
whatsoever in and to any of the Restricted Shares as to which the Restrictions have not by
that time been removed pursuant to the foregoing paragraph, (ii) all of the Restricted
Shares shall automatically revert to Ennis at no cost and (iii) neither Participant nor any
of his or her heirs, beneficiaries, executors, administrators or other personal
representatives shall have any rights with respect thereto.




     (c) The Change of Control provisions in Article XIII of the Plan shall apply with
respect to the Restricted Shares.



     3. Rights as Shareholder. Subject to the provisions of this Agreement, upon the
issuance of a certificate or certificates representing the Restricted Shares to Participant,
Participant shall become the record and beneficial owner thereof for all purposes and shall have
all rights as a stockholder, including without limitation voting rights and the right to receive
dividends and distributions, with respect to the Restricted Shares. If and to the extent Ennis
shall effect a stock split, stock dividend or similar distribution with respect to the Common
Stock, (i) the stock distributed pursuant thereto shall be held by Ennis with respect to those
Restricted Shares as to which the Restrictions have not yet been removed pursuant to Section 2;
(ii) such additional stock shall enjoy the privileges and be subject to the Restrictions applicable
to the Restricted Shares; and (iii) Participant shall be entitled to sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of such additional stock when the Restrictions on the
Restricted Shares to which the distribution relates have been removed pursuant to Section 2.



     4. Optional Issuance in Book-Entry Form. Notwithstanding the foregoing, at the option
of Ennis, any shares of Common Stock that under the terms of this Agreement are issuable in the
form of a stock certificate may instead be issued in book-entry form.



     5. Withholding Taxes.



     (a) Participant may elect, within 30 days of the Effective Date and on notice to Ennis, to
realize income for federal income tax purposes pursuant to Section 83(b) of the Internal



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Revenue Code in an amount equal to the fair market value of the Restricted Shares on the
Effective Date. In such event, Participant shall make arrangements satisfactory to Ennis or the
appropriate Affiliate to pay in the calendar year that includes the Effective Date any federal,
state or local taxes required to be withheld with respect to such shares.




     (b) If no election is made by Participant pursuant to Section 5(a) hereof, then upon the
termination of the Restrictions applicable hereunder to all or any portion of the Restricted
Shares, Participant (or in the event of Participant’s death, the administrator or executor of
Participant’s estate) will pay to Ennis or the appropriate Affiliate, or make arrangements
satisfactory to Ennis or such Affiliate regarding payment of, any federal, state or local taxes of
any kind required by law to be withheld with respect to the Restricted Shares with respect to which
such Restrictions have terminated.



     (c) Any provision of this Agreement to the contrary notwithstanding, if Participant does not
satisfy his or her obligations under paragraphs (a) or (b) of this Section, Ennis shall, to the
extent permitted by law, have the right to deduct from any payments made under the Plan, regardless
of the form of such payment, or from any other compensation payable to Participant, whether or not
pursuant to this Agreement or the Plan and regardless of the form of payment, any federal, state or
local taxes of any kind required by law to be withheld with respect to the Restricted Shares.



     6. Reclassification of Shares. In the event of any reorganization, recapitalization,
stock split, stock dividend, merger, consolidation, combination of shares or other change affecting
the Common Stock, the Committee shall make such adjustments as it may deem appropriate with respect
to the Shares. Any such adjustments made by the Committee shall be conclusive.



     7. Effect on Employment or Service. Nothing contained in this Agreement shall confer
upon Participant the right to continue in the employment or service of Ennis or any Affiliate, or
affect any right which Ennis or any Affiliate may have to terminate the employment or service of
Participant. This Agreement does not constitute evidence of any agreement or understanding,
express or implied, that Ennis or any Affiliate will retain Participant as an employee or other
service provider for any period of time or at any particular rate of compensation.



     8. Investment Representations.



     (a) The Shares are being received for Participant’s own account with the intent of holding
them and without the intent of participating, directly or indirectly, in a distribution of such
Shares and not with a view to, or for resale in connection with, any distribution of such Shares or
any portion thereof.



     (b) A legend may be placed on any certificate(s) or other document(s) delivered to Participant
or substitute therefore indicating restrictions on transferability of the Shares pursuant to this
Agreement or referring to any stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, NYSE or any other stock exchange or association upon which the common stock of Ennis is
then listed or quoted, any applicable federal or state securities laws,



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and any applicable corporate law, and any transfer agent of Ennis shall be instructed to require
compliance therewith.




     9. Assignment. Ennis may assign all or any portion of its rights and obligations
under this Agreement. The Award, the Restricted Shares and the rights and obligations of
Participant under this Agreement may not be sold, transferred, pledged, exchanged, hypothecated or
otherwise disposed of by Participant.



     10.  Binding Effect. This Agreement shall be binding upon and inure to the benefit of
(i) Ennis and its successors and assigns, and (ii) Participant and his or her heirs, devisees,
executors, administrators and personal representatives.



     11. Notices. All notices between the parties hereto shall be in writing and given in
the manner provided in Section 15.7 of the Plan. Notices to Optionee shall be given to Optionee’s
address as contained in Ennis’ records. Notices to Ennis shall be addressed to the LTIP
Administrator at the principal executive offices of Ennis as set forth in Section 15.7 of the Plan.



     12. Governing Law; Exclusive Forum; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the internal laws (and not the principles relating to
conflicts of laws) of the State of Texas, except as superseded by applicable federal law. The
exclusive forum for any action concerning this Agreement or the transactions contemplated hereby
shall be in a court of competent jurisdiction in Ellis County, Texas, with respect to a state
court, or the United States District Court for the Northern District of Texas, with respect to a
federal court. PARTICIPANT HEREBY CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN THE
EXCLUSIVE FORUM AND WAIVES ANY RIGHT HE OR SHE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY
TIME BY THE COMPANY OR ANY OF ITS AFFILIATES TO FEDERAL COURT OF ANY SUCH ACTION HE OR SHE MAY
BRING AGAINST IT IN STATE COURT.



[SIGNATURE PAGE TO FOLLOW]




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     IN WITNESS WHEREOF, Ennis and Participant have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	ENNIS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 

	 	Name: 	 	 	 	 
	 	 	 	 





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