Exhibit 10.52


 


UFP TECHNOLOGIES, INC.


2009 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN


 


1.             Statement of Purpose. The purpose of this 2009 Non-Employee Director Stock
Incentive Plan (formerly known as the 1998 Director Stock Option Incentive Plan
and hereinafter referred to as the “Plan”) is to benefit non-employee members
of the Board of Directors of UFP TECHNOLOGIES, INC. (the “Company”) in
consideration of their management of the Company by offering to them
equity-based incentives, thereby encouraging the continuance of their
involvement with the Company and/or its subsidiaries.


 


2.             Administration of the Plan.  
The Plan shall be administered by the Board of Directors of the Company
or by any committee of the Board of Directors, including the Compensation Committee
(any such committee or the full Board, as the case may be, hereinafter referred
to as the “Committee”).  The Committee
shall have full and plenary authority to interpret the terms and provisions of
the Plan.  Such powers of the Committee
include exclusive authority (within the limitations described and except as
otherwise provided in the Plan) to 
determine the aggregate amount, type, size, and terms of the Awards to
be made to eligible Non-employee Directors, and to determine the time when
Awards will be granted. The Committee may take into consideration
recommendations from the appropriate officers of the Company with respect to
making the foregoing determinations as to Plan Awards, administration, and
interpretation. The Committee shall have full power and authority to adopt such
rules, regulations, agreements and instruments for the administration of the
Plan and for the conduct of its business as the Committee deems necessary or
advisable.  The Committee’s
interpretations of the Plan and all action taken and determinations made by the
Committee pursuant to the powers vested in it hereunder shall be conclusive and
binding on all parties concerned, including the Company, its shareholders and
any director of the Company.


 


3.             Eligibility. 
Non-employee Directors of the Company (individually a “Participant” and
collectively the “Participants”) shall be eligible to receive grants of Awards under
this Plan (individually an “Award” and collectively “Awards”) pursuant to the
provisions of Section 4 hereof.


 


4.             Rules Applicable to Awards.
 
(a)           All Awards.
 
(i)            Awards. Awards may be granted in the form of any or a combination of the following: Stock Options; SARs; Restricted Stock; Unrestricted Stock; Stock Unit Awards, or other Stock Based Awards.
 
(ii)           Terms of Awards.  The Committee shall determine the terms of all Awards subject to the limitations provided herein.


 















 
(iii)          Vesting, Etc.  The Committee may determine the time or times at which an Award will vest (i.e., become free of forfeiture restrictions) or become exercisable and the terms on which an Award requiring exercise will remain exercisable.
 
(b)           Awards Requiring Exercise.
 
(i)             Time and Manner of Exercise.  Unless the Committee expressly provides otherwise, (A) an Award requiring exercise by the holder will not be deemed to have been exercised until the Committee receives a written notice of exercise (in form acceptable to the Committee) signed by the appropriate person and accompanied by any payment required under the Award; and (B) if the Award is exercised by any person other than the Participant, the Committee may require satisfactory evidence that the person exercising the Award has the right to do so.
 
(ii)            Exercise Price.   The Committee shall determine the exercise price of each Stock Option or SAR; provided, that each Stock Option or SAR must have an exercise price that is not less than the fair market value of the Stock subject to the Stock Option, determined as of the date of grant.
 
(iii)           Payment of Exercise Price, If Any. Where the exercise of an Award is to be accompanied by payment, the Committee may determine the required or permitted forms of payment.
 
(c)           Awards Not Requiring Exercise.
 


(i)                Restricted Stock.  Restricted
Stock awards shall be evidenced by a written agreement in the form prescribed
by the Committee in its discretion, which shall set forth the number of shares
of Common Stock awarded, the restrictions imposed thereon  (which may include, without limitation,
restrictions on the right of the grantee to sell, assign, transfer or encumber
shares while such shares are subject to other restrictions imposed under this Section 4),
the duration of such restrictions; the events (which may, in the discretion of
the Committee, include performance-based events or objectives) the occurrence
of which would cause a forfeiture of the Restricted Stock in whole or in part;
and such other terms and conditions as the Committee in its discretion deems
appropriate.  Restricted Stock awards
shall be effective upon execution of the applicable Restricted Stock agreement
by the Company and the Participant. 
Following a Restricted Stock award and prior to the lapse or termination
of the applicable restrictions, the share certificates for such Restricted
Stock shall be held in escrow by the Company.  Upon the lapse or termination of the
applicable restrictions (and not before such time), the certificates for the
Restricted Stock shall be issued or delivered to the Participant.  From the date a Restricted Stock award is
effective, the Participant shall be a shareholder with respect to all the
shares represented by such certificates and shall have all the rights of a
shareholder with respect to all such shares, including the right to vote such
shares and to receive all dividends and other distributions paid with respect
to such shares, subject only to the restrictions imposed by the Committee.


 


(ii)               Stock Unit Awards.  Stock Unit
Awards shall be evidenced by a written


 


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agreement in the form
prescribed by the Committee in its discretion, which shall set forth the number
of shares of Common Stock to be awarded pursuant to the Award,  the restrictions imposed thereon  (which may include, without limitation:
restrictions on the right of the grantee to sell, assign, transfer or encumber
the Award prior to vesting, and,  in the
discretion of the Committee, certain continued service requirements and terms
under which the vesting of such Awards might be accelerated) and such other
terms and conditions as the Committee in its discretion deems appropriate.  Stock Unit Awards shall be effective upon
execution of the applicable Stock Unit Award Agreement by the Company and the
Participant.  Upon a determination of
satisfaction of any applicable performance-related conditions and satisfaction
of any applicable continued service requirements, (and not before such time),
shares of Stock shall be issued to the Participant pursuant to the Award.  The Participant shall not have any rights of
a shareholder of the Company with respect to such shares prior to such
issuance.


 


(iii)          Unrestricted Stock and Other Stock-Based Awards. 
The Committee shall have the authority in its discretion to grant to
eligible Participants Unrestricted Stock and other Stock-Based Awards.  The Committee shall determine the terms and
conditions, if any, of any other Stock Based Awards made under the Plan.


 


5.             Limits on Awards under the Plan.


 


(a)           Number of Shares.   A maximum of 975,000 shares of Common Stock,
subject to adjustment as provided in Section 6, may be delivered in
satisfaction of Stock-Based Awards under the Plan, which amount includes all
stock options previously granted under the Plan under its former name, except
to the extent any such former option was canceled prior to having been exercised,
as further described in subsection (b) below.


 


(b)           Share
Counting Rules.  The Committee may
adopt reasonable counting procedures to ensure appropriate counting, avoid
double counting (as, for example, in the case of tandem or substitute awards)
and make adjustments if the number of shares of Stock actually delivered
differs from the number of shares previously counted in connection with an
Award.  To the extent that an Award
expires or is canceled, forfeited, settled in cash or otherwise terminated or
concluded without a delivery to the Participant of the full number of shares to
which the Award related, including, without limitation, any option granted
under the Plan under its former name and terminated without having been
exercised, the undelivered shares will again be available for grant.  Shares withheld in payment of the exercise
price or taxes relating to an Award and shares equal to the number surrendered
in payment of any exercise price or taxes relating to an Award shall be deemed
to constitute shares not delivered to the Participant and shall be deemed to
again be available for Awards under the Plan; provided, however, that, where
shares are withheld or surrendered more than ten years after the date of the
most recent stockholder approval of the Plan or any other transaction occurs
that would result in shares becoming available under this Section 5(b), such
shares shall not become available if and to the extent that it would constitute
a material revision of the Plan subject to stockholder approval under then
applicable rules of the national securities exchange on which the Stock is
listed.


 


(c)           Type of Shares.  Common Stock delivered by the Company under the Plan may be authorized but unissued Common Stock or previously issued Common Stock acquired by the


 


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Company and held in treasury.  No fractional shares of Common Stock will be delivered under the Plan.
 


6.             Adjustments for Recapitalizations, Mergers, Etc.


 


(a)           Dilution and Other Adjustments. 
Notwithstanding any other provision of the Plan, in the event of any
change in the outstanding shares of Common Stock by reason of any stock
dividend or split, recapitalization, merger, consolidation, combination or
exchange of shares, or other similar corporate change (including a Corporate
Event, as defined below), an equitable adjustment shall be made, as determined
by the Committee, so as to preserve, without increasing or decreasing, the
value of Awards and authorizations, in (i) the maximum number or kind of
shares issuable or Awards which may be granted under the Plan, (ii) the
performance-based events or objectives applicable to any Plan Awards, (iii) any
other aspect or aspects of the Plan or outstanding Awards made thereunder as
specified by the Committee, or (iv) any combination of the foregoing.  Such adjustments shall be made by the
Committee and shall be conclusive and binding for all purposes of the Plan.


 


(b)           Corporate Events.  Notwithstanding the foregoing, except as may
otherwise be provided in an Award agreement, upon any Corporate Event, in lieu
of providing the adjustment set forth in Section 6(a) above, the
Committee may, in its discretion, cancel any or all vested and/or unvested
Awards as of the consummation of such Corporate Event, and provide that holders
of Awards so cancelled will receive a payment in respect of cancellation of
their Awards based on the amount of the per share consideration being paid for
the Stock in connection with such Corporate Event, less, in the case of Options
and other Awards subject to exercise, the applicable exercise price; provided,
however, that holders of Options shall only be entitled to consideration in
respect of cancellation of such Awards if the per share consideration less the
applicable exercise price is greater than zero. 
 Payments to holders pursuant to
the preceding sentence shall be made in cash, or, in the sole discretion of the
Committee, in such other consideration necessary for a holder of an Award to
receive property, cash or securities as such holder would have been entitled to
receive upon the occurrence of the transaction if the holder had been,
immediately prior to such transaction, the holder of the number of shares of
Stock covered by the Award at such time.


 


7.             Miscellaneous
Provisions.


 


(a)           The holder of a Plan Award shall have no rights as a
Company shareholder with respect thereto unless, and until the date as of
which, shares of Common Stock shall have been issued in respect of such Award.


 


(b)           Except as the Committee shall otherwise determine in
connection with determining the terms of Awards to be granted or shall
thereafter permit, no Plan Award or any rights or interests therein of the
recipient thereof shall be assignable or transferable by such recipient except
upon death to his or her Designated Beneficiary or by will or the laws of
descent and distribution, and, except as aforesaid, during the lifetime of the
recipient, a Plan Award shall be exercisable only by, or payable only to, as
the case may be, such recipient or his or her guardian or legal representative.


 


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(c)           All Awards granted under the Plan shall be evidenced
by agreements in such form and containing and/or incorporating such terms and
conditions (not inconsistent with the Plan and applicable law) in addition to
those provided for herein as the Committee shall approve.


 


(d)           No shares of Common Stock shall be issued, delivered
or transferred upon exercise or in payment of any Award granted hereunder
unless and until all legal requirements applicable to the issuance, delivery or
transfer of such shares have been complied with to the satisfaction of the
Committee and the Company, including, without limitation, compliance with the
provisions of the Securities Act of 1933, the Act and the applicable
requirements of the exchanges on which the Company’s Common Stock may, at the
time, be listed. The Committee and the Company shall have the right to
condition any issuance of shares of Common Stock made to any Participant hereunder
on such Participant’s undertaking in writing to comply with such restrictions
on his or her subsequent disposition of such shares as the Committee and/or the
Company shall deem necessary or advisable as a result of any applicable law,
regulation or official interpretation thereof, and certificates representing
such shares may be legended to reflect any such restrictions.


 


(e)           The
Company shall have the right to make such provision for the withholding of
taxes as it deems necessary. In furtherance of the foregoing, the Company shall
have the right to require, as a condition of the distribution of Awards in
Common Stock, that the Participant or other person receiving such Common Stock
either (i) pay to the Company at the time of distribution thereof the amount of
any federal, state, or local taxes  which
the Company is required to withhold with respect to such Common Stock or (ii)
make such other arrangements as the Company may authorize from time to time to
provide for such withholding including without limitation having the number of
the units of the Award cancelled or the number of the shares of Common Stock to
be distributed reduced by an amount with a value equal to the value of such
taxes required to be withheld.


 


(f)            No director of the Company or other person shall have
any claim or right to be granted an Award under this Plan.  Neither this Plan nor any action taken
hereunder shall be construed as giving any Participant any right to continue to
serve as a member of the Board of Directors of the Company for any specific
period of time.


 


(g)           The costs and expenses of administering this Plan
shall be borne by the Company and not charged to any Award or to any
Participant receiving an Award.


 


(h)           In addition to the terms defined elsewhere herein, the
following terms as used in this Plan shall have the following meanings:


 


“Act”
shall mean the Securities Exchange Act of 1934 as amended from time to time.


 


“Corporate Event” means (i) a
merger or consolidation involving the Company in which the Company is not the
surviving corporation; (ii) a merger or consolidation involving the
Company in which the Company is the surviving corporation but the


 


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holders of shares of Stock receive securities of
another corporation and/or other property, including cash; or (iii) the
reorganization or liquidation of the Company.


 


“Designated
Beneficiary” shall mean the person or persons, if any, last designated as such
by the Participant on a form filed by him or her with the Company in accordance
with such procedures as the Committee shall approve.


 


“Fair Market Value” of a
share of Common Stock of the Company on any date shall mean the closing price
of the Common Stock on the trading day coinciding with such date, or if not trading
on such date, then the closing price as of the next following trading day.  If shares of the Common Stock shall not have
been traded on any national exchange or interdealer quotation system for more
than 10 days immediately preceding such date or if deemed appropriate by the
Committee for any other reason, the fair market value of shares of Common Stock
shall be determined by the Committee in such other manner as it may deem
appropriate.


 


“Fiscal Year”
shall mean the twelve-month period used as the annual accounting period by the
Company and shall be designated according to the calendar year in which such
period ends.


 


“Internal Revenue
Code” shall mean the Internal Revenue Code of 1986 and regulations thereunder
as amended from time to time.  References
to particular sections of the Internal Revenue Code shall include any successor
provisions.


 


“Participant”  shall mean, as to any Award granted under
this Plan and for so long as such Award is outstanding, the director to whom
such Award has been granted.


 


“Restricted Stock” shall
mean an Award of Stock subject to forfeiture to the Company if specified
conditions are not satisfied.


 


“SARs” shall mean rights
entitling the holder upon exercise to receive Stock equal to a function
(determined by the Committee using such factors as it deems appropriate) of the
amount by which the Stock has appreciated in value since the date of the Award.


 


“Stock” shall mean Common
Stock of the Company, par value $.01 per share.


 


“Stock-based Awards”
shall mean such awards that are denominated or payable in, valued in whole or
in part by reference to, or otherwise based on or related to, shares of Common
Stock as deemed by the Committee to be consistent with the purposes of the
Plan, and shall include, without limitation, all Stock Options, SARs,
Restricted Stock, and Stock Unit Awards.


 


“Stock Options” shall
mean non-qualified options entitling the recipient to acquire shares of Stock
upon payment of the exercise price.


 


“Stock Unit Awards” shall
mean an award payable in shares of Stock.


 


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“Unrestricted
Stock” shall mean an Award of Stock not subject to any restrictions under the
Plan.


 


(i)            This Plan shall be governed by the laws of the
Commonwealth of Massachusetts and shall be construed for all purposes in
accordance with the laws of said Commonwealth except as may be required by the
General Corporation Law of Delaware or by applicable federal law.


 


8.             Amendments and Termination; Requisite Shareholder
Approval.   The Board may at any time terminate or from
time to time amend or suspend the Plan in whole or in part in such respects as
the Board may deem advisable in order that Awards granted thereunder shall
conform to any change in the law, or in any other respect which the Board may
deem to be in the best interests of the Company; provided, however, that no
amendment of the Plan shall be made without shareholder approval if shareholder
approval of the amendment is at the time required by applicable law, or by the rules of
any stock exchange on which Common Stock may be listed. The Board shall have
the power to amend the Plan in any manner contemplated by Section 9 deemed
necessary or advisable for Awards granted under the Plan to qualify for the
exemption provided by Rule 16b-3 (or any successor rule relating to
exemption from Section 16(b) of the Act), or to comply with
applicable law, and any such amendment shall, to the extent deemed necessary or
advisable by the Board, be applicable to any outstanding Awards theretofore
granted under the Plan notwithstanding any contrary provisions contained in any
Award agreement.  In the event of any
such amendment to the Plan, the holder of any Award outstanding under the Plan
shall, upon request of the Board and as a condition to the exercisability
thereof, execute a conforming amendment in the form prescribed by the Board to
any Award agreement relating thereto within such reasonable time as the Board
shall specify in such request.  With the
consent of the Participant affected, the Board may amend outstanding agreements
evidencing Plan Awards in a manner not inconsistent with the terms of the
Plan.  Notwithstanding anything contained
in this Section 8 or in any other provision of the Plan, unless required
by law, no action contemplated or permitted by this Section 8 shall
adversely affect any rights of Participants or obligations of the Company to
Participants with respect to any Award theretofore made under the Plan without
the consent of the affected Participant.


 


9.             Effective Date and Term of Plan. This Plan was adopted on March 18,
2009, effective June 1, 2009, and was ratified by the stockholders of the
Company at the Annual Meeting of Stockholders on June 3, 2009.  The Plan shall remain in effect, subject to
the right of the Board of Directors to further amend or terminate the Plan at
any time pursuant to Section 8 hereof, until all shares subject to it
shall have been purchased or acquired according to the Plan’s provisions.


 


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