Exhibit 10.54


 


STOCK UNIT
AWARD AGREEMENT


 


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


 


This Stock Unit Award Agreement is entered into as of the 19th day of February, 2010 by and between UFP
Technologies, Inc. (hereinafter the “Company”) and
                          
(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 Award, The Target Award and the Exceptional Award are each
awarded subject to attainment during the Performance Cycle described on Schedule
A of the Performance Objectives set forth on Schedule A .


 


(b)           Subject
to attainment of any applicable Performance Objectives, payment with respect to
vested SUA’s shall be made entirely in the form of shares of Common Stock of
the Company on each respective vesting date as set forth on Schedule A.


 


(c)           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.


 


2.             Change in
Control.


 


(a)           Notwithstanding
the vesting schedule set forth in Schedule A: if there is a Change in Control
of the Company (as defined below) following the end of the Performance Cycle,
and the Awardee’s Continuous Status as an employee, as contemplated by Section 4
hereof, shall not have been terminated as of the date immediately prior to the
effective date of such Change in Control, then subject to attainment during the
Performance Cycle described on


 

















 


Schedule
A of the Performance Objectives set forth on Schedule A, and
subject to the provisions of Section 21 of this Award Agreement, any SUA’s
representing the Threshold, Target and the Exceptional Award, which are not
already vested shall become vested in full as of the effective date of such
Change in Control.


 


(b)           For
the purpose of this Agreement, a “Change
in Control” shall mean  (i) the
consummation of a reorganization, merger or consolidation or sale or
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), unless, in each case following such Business Combination, (A) all
or substantially all of the individuals and entities who were the beneficial
owners of the Common Stock of the Company immediately before the consummation
of such Business Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation that as a result of the transaction owns the Company
or all or substantially all of the assets of the Company either directly or
indirectly through one or more subsidiaries); and (B) no person or group
(as defined in Section 13(d) or 14(d)(2) of the Securities
Exchange Act of 1934) of the Company or the corporation resulting from the
Business Combination) beneficially owns, directly or indirectly, more than 50%
of the then outstanding shares of the common stock of the corporation resulting
from the Business Combination;  (ii) Individuals
who, as of the date of this Agreement, constitute the Board of Directors of the
Company (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Directors of the Company, provided, however, that any
individual’s becoming a director after the date of this Agreement whose
election, or nomination for election by the stockholders of the Company, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board will be considered as though the individual were a member of
the Incumbent Board, but excluding, for this purpose, any individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or (iii) any person (as defined in Section 13(d) or
14(d)(2) of the Securities Exchange Act of 1934) shall become at any time
or in any manner the beneficial owner of capital stock of the Company
representing more than 50% of the voting power of the Company.


 


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.


 


4.             Termination of
Awardee’s Continuous Status as an Employee.   Except as otherwise
specified in Section 5 and 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.


 

















 


5.             Disability of
Awardee.   Notwithstanding the provisions of Section 4
above, in the event of termination of Awardee’s Continuous Status as an
employee as a result of disability (within the meaning of Section 409A of
the Internal Revenue Code, and hereinafter referred to as “Disability”), the
SUAs which would have vested during the twelve (12) months following the date
of such termination, set out in Schedule A, shall become vested as of
the date of such termination, subject, however, to the provisions of Section 21
of this Award Agreement.  If Awardee’s
Disability originally required him or her to take a short-term disability leave
which was later converted into long-term disability, then for the purposes of
the preceding sentence the date on which Awardee ceased performing services
shall be deemed to be the date of commencement of the short-term disability
leave.  The Awardee’s rights in any
unvested SUAs that remain unvested after the application of this Section 5
shall terminate at the time Awardee ceases to be in Continuous Status as an
employee.


 


6.             Death of Awardee.  
Notwithstanding the provisions of Section 4 above, in the event of the
death of Awardee:


 


(a)           If
the Awardee was, at the time of death, in Continuous Status as an employee, the
SUAs which would have vested during the twelve (12) months following the date
of death of Awardee, set out in Schedule A, shall become vested as of
the date of death.


 


(b)           The
Awardee’s rights in any unvested SUAs that remain after the application of Section 6(a) shall
terminate at the time of the Awardee’s death.


 


7.             Value of
Unvested SUAs.   In consideration of the award of these SUAs,
Awardee agrees that upon and following termination of Awardee’s Continuous
Status as an employee for any reason (whether or not in breach of applicable
laws), and regardless of whether Awardee is terminated with or without cause,
notice, or pre-termination procedure or whether Awardee asserts or prevails on
a claim that Awardee’s employment was terminable only for cause or only with
notice or pre-termination procedure, any unvested SUAs under this Award
Agreement shall be deemed to have a value of zero dollars ($0.00).


 


8.             Conversion of
SUAs to shares of Common Stock; Responsibility for Taxes.


 


(a)           Provided
Awardee has satisfied the requirements of Section 8(b) below, and
subject to the provisions of Section 21 below, on the vesting of any SUAs,
such vested SUAs shall be converted into an equivalent number of shares of
Common Stock that will be distributed to Awardee or, in the event of Awardee’s
death, to Awardee’s legal representative, as soon as practicable.  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 vested 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.


 


(b)           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 vesting of SUAs,
the conversion of the SUAs into shares of Common Stock, the subsequent sale of
any shares of Common Stock acquired at vesting 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 vesting of SUAs as provided in Section 8(a) above,
Awardee shall pay, or make adequate arrangements satisfactory to the Company 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, the Awardee may
elect to satisfy an applicable withholding requirement, in whole or in part, by
having the Company withhold shares of Common Stock to satisfy such tax obligations.  The Awardee may only elect to have such
shares withheld having a Market Value on the date the tax is to be determined
equal to the minimum statutory total tax which could be imposed on the
transaction. All elections shall be irrevocable, made in writing and signed by
the Awardee.  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, the vesting of SUAs, or the
conversion of vested SUAs to shares of Common Stock that cannot be satisfied by
the means previously described.  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.


 


(c)           In
lieu of issuing fractional shares of Common Stock, on the vesting of a fraction
of a SUA, the Company shall round the shares to the nearest whole share and any
such share which represents a fraction of a SUA will be included in a
subsequent vest date.


 


(d)           Until
the distribution to Awardee of the shares of Common Stock in respect to the
vested 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,
notwithstanding the vesting of SUAs. 
Subject to the provisions of Section 21 below, the Company shall cause
such distribution to Awardee to occur promptly upon the vesting of SUAs.  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 vested
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.


 


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;


 


(f)            if
Awardee receives shares of Common Stock, the value of such shares of Common
Stock acquired on vesting of SUAs may increase or decrease in value;


 


(g)           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), Awardee’s right to
receive SUAs and vest under the Plan, if any, will terminate effective as of
the date that Awardee is no longer actively employed and will not be extended
by any notice period mandated under applicable law; furthermore, 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; and


 


(h)           Awardee
acknowledges and agrees that, regardless of whether Awardee is terminated with
or without cause, notice or pre-termination procedure or whether Awardee
asserts or prevails on a claim that Awardee’s employment was terminable only
for cause or only with notice or pre-termination procedure, Awardee has no
right to, and will not bring any legal claim or action for, (a) any
damages for any portion of the SUAs that have been vested and converted into
Common Shares, or (b) termination of any unvested SUAs under this Award
Agreement.


 

















 


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 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.


 


17.           [Intentionally
Omitted]


 

















 


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
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 and the Plan constitute
the entire agreement between Awardee and the Company regarding SUAs.  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.  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. Anything
in this Agreement to the contrary notwithstanding, if at the time of the
Awardee’s separation from service within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder
(the “Code”), the Company determines that the Awardee is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to
the extent any payment or benefit that the Awardee becomes entitled to under
this Agreement would be considered deferred compensation subject to the 20
percent additional tax imposed pursuant to Section 409A(a) of the
Code as a result of the application of Section 409A(a)(2)(B)(i) of
the Code, such payment shall not be payable and such benefit shall not be
provided until the date that is the earlier of (A) six months and one day
after the Awardee’s separation from service, or (B) the Awardee’s
death.  The determination of whether and
when a separation from service has occurred shall be made in accordance with
the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To
the extent that any provision of this Agreement is ambiguous as to its
compliance with Section 409A of the Code, the provision shall be read in
such a manner so that all payments hereunder comply with Section 409A of
the Code.  The parties agree that this
Agreement may be amended, as reasonably requested by either party, and as may
be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits
provided hereunder without additional cost to either party. Solely for the
purposes of Section 409A of the Code, the share increments issuable on
each vesting date on Schedule A shall be considered a separate payment.   The Company makes no representation or
warranty and shall have no liability to the Awardee or any other person if any
provisions of this Agreement are determined to constitute deferred compensation
subject to Section 409A of the Code but do not satisfy an exemption from,
or the conditions of, such Section.


 

















 


EXECUTED the day and year first above written.


 


	
   

  	
  UFP TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  R. Jeffrey Bailly

  
	
   

  	
   

  	
  Chief
  Executive 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.


 


 


 


	
   

  	
   

  
	
  [name of Awardee]

  	
   

  



 

















 


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, each such award issuable in one-third increments on the vesting
dates set forth below, provided the respective performance objective is
satisfied.


 


The Performance Objective
established by the Committee with respect to the Threshold Performance Award,
the Target Performance Award and Exceptional Performance Award is Adjusted
Operating Income** for 2010


 


	
   

  	
   

  	
  Performance

  	
   

  	
  Performance

  	
   

  	
  Number of

  Shares of

  	
   

  	
  Vesting

  
	
   

  	
   

  	
  Objective

  	
   

  	
  Cycle

  	
   

  	
  Common Stock

  	
   

  	
  */2012

  	
   

  	
  */2013

  	
   

  	
  */2014

  
	
  a. Threshold  Performance  Award

  	
   

  	
   

  of Adjusted Operating
  Income**

  	
   

  	
  Calendar Year 2010

  	
   

  	
   

   

  	
   

  	
  33.33%

  	
   

  	
  33.33%

  	
   

  	
  33.34%

  
	
  b. Target  Performance  Award

  	
   

  	
   

  of Adjusted Operating
  Income**

  	
   

  	
  Calendar Year 2010

  	
   

  	
   

  (in addition to
  (a) above)

  	
   

  	
  33.33%

  	
   

  	
  33.33%

  	
   

  	
  33.34%

  
	
  c. Exceptional  Performance  Award

  	
   

  	
   

  of Adjusted Operating
  Income**

  	
   

  	
  Calendar Year 2010

  	
   

  	
   

  *** (in addition to
  (a) and (b) above)

  	
   

  	
  33.33%

  	
   

  	
  33.33%

  	
   

  	
  33.34%

  







 


* this date shall be the
anniversary date of the date of determination by the Compensation Committee of
satisfaction of the Performance Objectives. 
Such determination date is expected to be in either February or
March, 2011.


 


**Adjusted Operating
Income is defined herein as Operating Income on the Company’s 10-K, excluding (i) non-recurring
restructuring charges related to plant closings and consolidations; and (ii) the
impact of acquired or disposed of operations during such year.


 


***Between Adjusted
Operating Income of
                    
and
                    ,
the number of shares of Common Stock to which the Awardee shall be entitled
under the Exceptional Performance Award (in addition to the shares issuable
upon attainment of the Threshold and Target Performance Award) shall range from
0 to the amount stated under the column entitled “Exceptional” based on straight
line interpolation in increments of one fifth the total number of shares
otherwise issuable for achievement of the Exceptional Award  for each full
                    
of Operating Income in excess of
                    
 (not to exceed
                    ).