exv10w1






Exhibit 10.1




NASHUA CORPORATION




Restricted Stock Agreement

Granted Under

2008 Value Creation Incentive Plan




     This Restricted Stock Agreement (this “Agreement”) is made this                      day of                     , 2008
(the “Grant Date”), between Nashua Corporation, a Massachusetts corporation (the “Company”), and
                     (the “Participant”).



     For valuable consideration, receipt of which is acknowledged, the parties hereto agree as
follows:



     1. Grant and Issuance of Shares.



     The Company shall issue to the Participant, and the Participant shall acquire and accept from
the Company, subject to the terms and conditions set forth in this Agreement and in the Company’s
2008 Value Creation Incentive Plan (the “Plan”),
                     shares (the “Shares”) of common stock, par
value $1.00 per share, of the Company (“Common Stock”). The Company shall issue to the Participant
one or more certificates in the name of the Participant for that number of Shares issued to the
Participant. The Participant agrees that the Shares shall be subject to (without limitation) the
forfeiture provisions set forth in Section 2 of this Agreement and the restrictions on transfer set
forth in Section 4 of this Agreement. The Participant agrees to the provisions set forth herein
and acknowledges that each such provision is a material condition to the Company’s agreement to
grant the Shares to the Participant.



     2. Forfeiture of Unvested Shares.



          (a) Notwithstanding any other provision of this Agreement, upon the earlier of (i) the
termination of the Participant’s employment with the Company for any reason or no reason, with or
without cause, or upon death or disability, and (ii) the third anniversary of the Grant Date, all
Unvested Shares (as defined below) shall, without further action of any kind by the Company, be
forfeited to the Company as of the date of such termination of employment or the third anniversary
of the Grant Date, as the case may be.




     “Unvested Shares” at any time means the total number of Shares multiplied by the Applicable
Percentage at such time. The “Applicable Percentage” shall, at any time, be 100% less the
following applicable percentage, if any:



     (i) 33% if the average of the last reported sales price per share of the Common Stock on the
NASDAQ Global Market (or other national securities exchange or nationally recognized trading
system) for a 40 consecutive trading day period ending on the third anniversary of the Grant Date
(the “40-Day Average Closing Price”) is equal to or greater than $13.00 and less than $14.00;



     (ii) 66% if the 40-Day Average Closing Price is equal to or greater than $14.00 and less than
$15.00; and



     (iii) 100% if the 40-Day Average Closing Price is equal to or greater than $15.00;



 









 




provided, however, that in the event the Participant’s employment with the Company is terminated by
the Company without “Cause” during the one-year period beginning on the second anniversary of the
Grant Date and ending on the third anniversary of the Grant Date, then in the event one of the
40-Day Average Closing Price targets is thereafter met as of the third anniversary of the Grant
Date, the Participant’s Shares shall vest as to a percentage of such Shares equal to the number of
days during such one-year period that the Participant was employed by the Company divided by 365,
provided that in no such event shall the number of Shares to so vest exceed the number that would
have otherwise vested had the Participant been employed as of such third anniversary of the Grant
Date.




          (b) Notwithstanding any other provision of this Agreement, if, on the first anniversary of the
Grant Date, the Participant is not in compliance with any portion of the “Front-End Ownership
Requirement” set forth in the Company’s Executive Stock Ownership Guidelines as in effect as of the
Grant Date, a copy of which are attached to this Agreement as Exhibit A, then all of the
Shares shall, without further action of any kind by the Company, be forfeited to the Company as of
the first anniversary of the Grant Date and thereafter all calculations in this Agreement based on
the defined term “Shares” shall be based on the number of such Shares as reduced by this provision.
If the Participant achieves a portion, but not all, of the Front-End Ownership Requirement on the
first anniversary of the Grant Date, a pro rata portion of the Shares, equal to the pro rata
portion of the Front-End Ownership Requirement that is not achieved, shall, without further action
of any kind by the Company, automatically be forfeited to the Company as of the first anniversary
of the Grant Date and thereafter all calculations in this Agreement based on the defined term
“Shares” shall be based on the number of such Shares as reduced by this provision.




          (c) For purposes of this Agreement, employment with the Company shall include employment with
a parent or subsidiary of the Company.




          (d) For the purposes hereof, “Cause” shall mean (i) the Participant’s continued failure to
perform his reasonably assigned duties (other than any such failure resulting from incapacity due
to physical or mental illness), which failure is not cured within 60 days after written notice for
substantial performance is received by the Participant from the Board which identifies the manner
in which the Board believes the Participant has not substantially performed the Participant’s
duties, (ii) the Participant being convicted of a felony, or (iii) the Participant’s engagement in
illegal conduct or gross misconduct injurious to the Company.




     3. Forfeiture Procedures.



          (a) In the event any Shares are forfeited by the Participant pursuant to Section 2(a) or (b)
above, the Participant (or the Participant’s estate) shall, pursuant to the provisions of the Joint
Escrow Instructions referred to in Section 5 below, tender to the Company at its principal offices
the certificate or certificates representing the Shares so forfeited, duly endorsed in blank or
with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such
Shares to the Company.




          (b) After the time at which any Shares are required to be delivered to the Company for
transfer to the Company pursuant to Section 3(a) above, the Company shall not pay



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any dividend to the Participant on account of such Shares or permit the Participant to
exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall,
in so far as permitted by law, treat the Company as the owner of such Shares.




     4. Restrictions on Transfer. The Participant shall not sell, assign, transfer,
pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”) any Shares, or any interest therein, that are subject to the forfeiture provisions
under Sections 2 and 3 above, except that the Participant may transfer such Shares (i) to or for
the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other
relatives approved by the Board of Directors (collectively, “Approved Relatives”) or to a trust
established solely for the benefit of the Participant and/or Approved Relatives, provided
that such Shares shall remain subject to this Agreement (including without limitation the
restrictions on transfer set forth in this Section 4 and the forfeiture provisions set forth in
Sections 2 and 3 above) and such permitted transferee shall, as a condition to such transfer,
deliver to the Company a written instrument confirming that such transferee shall be bound by all
of the terms and conditions of this Agreement or (ii) as part of the sale of all or substantially
all of the shares of capital stock of the Company (including pursuant to a merger or
consolidation), provided that, in accordance with the Plan, the securities or other
property received by the Participant in connection with such transaction shall remain subject to
this Agreement.



     5. Escrow.



     The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions
in the form attached to this Agreement as Exhibit B. The Joint Escrow Instructions shall
be delivered to the Clerk/Secretary of the Company, as escrow agent thereunder. The Participant
shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached
to this Agreement as Exhibit C, and hereby instructs the Company to deliver to such escrow
agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder.
Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow
Instructions.



     6. Restrictive Legends.



     All certificates representing Shares shall have affixed thereto legends in substantially the
following form, in addition to any other legends that may be required under federal or state
securities laws:




“The shares of stock represented by this certificate are subject to
restrictions on transfer and an option to purchase set forth in a
certain Restricted Stock Agreement between the corporation and the
registered owner of these shares (or owner’s predecessor in
interest), and such Agreement is available for inspection without
charge at the office of the Clerk/Secretary of the corporation.”



     7. Provisions of the Plan.



          (a) This Agreement is subject to the provisions of the Plan, a copy of which is furnished to
the Participant with this Agreement.




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          (b) As provided in the Plan, upon the occurrence of a Reorganization Event (as defined in the
Plan), the repurchase and other rights of the Company hereunder shall inure to the benefit of the
Company’s successor and shall apply to the cash, securities or other property which the Shares were
converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the
same extent as they applied to the Shares under this Agreement. If, in connection with a
Reorganization Event, a portion of the cash, securities and/or other property received upon the
conversion or exchange of the Shares is to be placed into escrow to secure indemnification or
similar obligations, the mix between the vested and unvested portion of such cash, securities
and/or other property that is placed into escrow shall be the same as the mix between the vested
and unvested portion of such cash, securities and/or other property that is not subject to escrow.




     8. Withholding Taxes; Section 83(b) Election.



          (a) The Participant acknowledges and agrees that the Company has the right to deduct from
payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to the issuance of the Shares to the Participant or the
lapse of the forfeiture provisions provided for herein.




          (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions contemplated by this
Agreement. The Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Participant understands that the
Participant (and not the Company) shall be responsible for the Participant’s own tax liability that
may arise as a result of this investment or the transactions contemplated by this Agreement. The
Participant understands that the Participant may elect to be taxed at the time the Shares are
acquired rather than when and as the forfeiture provisions provided for herein expire by filing an
election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase.




          THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.




     9. Miscellaneous.



          (a) No Rights to Employment. The Participant acknowledges and agrees that the vesting
of the Shares under this Agreement is earned only by continuing service as an employee at the will
of the Company (not through the act of being hired or being issued Shares hereunder). The
Participant further acknowledges and agrees that the transactions contemplated hereunder and the
vesting schedule set forth herein do not constitute an express or implied promise of continued
engagement as an employee or consultant for the vesting period, for any period, or at all.




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          (b) Assignment. The Company shall have the right to assign this Agreement, or any
portions thereof, including its rights with respect to the forfeiture of Shares pursuant to
Sections 2 and 3 above, to any person or persons.




          (c) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.




          (d) Waiver. Any provision for the benefit of the Company contained in this Agreement
may be waived, either generally or in any particular instance, by the Board of Directors of the
Company.




          (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Company and the Participant and their respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the restrictions on transfer set forth in
Section 4 of this Agreement.




          (f) Notice. All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto
at the address shown beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance with this
Section 9(f).




          (g) Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.




          (h) Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties, and supersedes all prior agreements and understandings, relating to the
subject matter of this Agreement.




          (i) Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Participant.




          (j) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without regard to any
applicable conflicts of laws.




          (k) Participant’s Acknowledgments. The Participant acknowledges that he or she: (i)
has read this Agreement; (ii) has been represented in the execution of this Agreement by legal
counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii)
understands the terms and consequences of this Agreement; and (iv) is fully aware of the legal and
binding effect of this Agreement.




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	NASHUA CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:  11 Trafalgar Square, Second Floor

                Nashua, NH 03063	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Address:	 	 







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Exhibit A




NASHUA CORPORATION




Executive Stock Ownership Guidelines

2008 Value Creation Incentive Plan




I.  Purpose




     In connection with the determination of awards under Nashua Corporation’s 2008 Value Creation
Incentive Plan, which was approved by Nashua’s shareholders in April 2008, Nashua’s Board of
Directors has adopted these Executive Stock Ownership Guidelines to further align the interests and
actions of Nashua’s executive officers with the interests of Nashua’s shareholders and further
promote Nashua’s longstanding commitment to sound corporate governance.



II.  Covered Persons




     These Executive Stock Ownership Guidelines shall apply to the following senior managers:




	 	•	 	Nashua’s Chief Executive Officer;
	 
	 	•	 	Nashua’s Chief Financial Officer; and
	 
	 	•	 	Nashua’s executive officers who are participants in Nashua’s 2008 Value Creation
Incentive Plan.





III.  Determination of Guidelines




     The Executive Stock Ownership Guidelines for each executive officer are determined as a
multiple of the executive officer’s initial award under the 2008 Value Creation Incentive Plan.
Individual guidelines for Nashua stock ownership are established for each covered person as follows
for (1) a “Front-End Ownership Requirement” of newly acquired shares to be met within one year of
the grant date of the award under the 2008 Value Creation Incentive Plan and (2) a “Back-End
Ownership Requirement” of currently held or newly acquired shares to be met upon and following the
vesting of the award under the 2008 Value Creation Incentive Plan and upon and following the
vesting of any future restricted stock or similar award or the exercise of any future option or
similar award:



	 	 	 
	Front-End	 	Back-End
	Ownership Requirement	 	Ownership Requirement
	Amount of newly acquired shares
equal to 10% of shares subject
to award under 2008 Value
Creation Incentive Plan

	 	Front-End Ownership Requirement

+

50% of shares vested, if any, pursuant to
award under 2008 Value Creation Incentive
Plan

+

50% of shares vested pursuant to any
future restricted stock or similar award
and 50% of shares obtained upon exercise
of stock options or similar awards (other
than shares surrendered or sold upon a
cashless exercise or broker-assisted cash
free exercise)







 









 








IV.  Counting Shares Owned




     Only shares that are acquired (or, with respect to restricted stock, that have vested) on or
after the date of the award under the 2008 Value Creation Incentive Plan will count towards
satisfaction of the Front-End Ownership Requirement. Shares may count toward satisfaction of the
Back-End Ownership Requirement regardless of when they were acquired.



     Shares that count towards satisfaction of an executive officer’s ownership requirements for
Nashua stock include:




	 	•	 	Shares directly or beneficially owned by the executive officer or his or her
immediate family members residing in the same household, whether individually or
jointly;
	 
	 	•	 	Shares held in any 401(k) Retirement Savings Plan;
	 
	 	•	 	Shares granted pursuant to restricted stock awards that have vested and with
respect to which the transfer restrictions have lapsed;
	 
	 	•	 	Shares acquired upon stock option exercises; and
	 
	 	•	 	Shares acquired in the open market during an open trading window.




Unvested shares of restricted stock and unexercised stock options (even if they are vested and
in-the-money) will not count towards satisfaction of an executive officer’s ownership requirements.




V.  Compliance with the Guidelines




     Executive officers are expected to achieve the Front-End Ownership Requirement within one year
of the grant date for the award under the 2008 Value Creation Incentive Plan. If an executive
officer does not achieve any portion of the Front-End Ownership Requirement by that time, all of
the shares subject to the award grant to the executive officer under the 2008 Value Creation
Incentive Plan will automatically be forfeited on the first anniversary of the award grant date.
If an executive officer achieves a portion, but not all, of the Front-End Ownership Requirement on
the first anniversary of the award grant date, a pro rata portion of the shares subject to the
award grant, equal to the pro rata portion of the Front-End Ownership Requirement that is not
achieved, will automatically be forfeited on the first anniversary of the award grant date. In
addition, future equity awards will also be subject to a new Front-End Ownership Requirement of
newly acquired shares, equal to a percentage of the shares subject to such future equity award as
the Board may then determine, to be met within one year of the grant date of the future equity
awards.



     Each executive officer is also expected to achieve the Back-End Ownership Requirement upon the
vesting of his or her award under the 2008 Value Creation Incentive Plan and, once achieved, to
maintain the Back-End Ownership Requirement for as long as he or she is employed by Nashua. If the
Back-End Ownership Requirement is not achieved upon the vesting of the award under the 2008 Value
Creation Incentive Plan or maintained after that time, the executive officer will not be eligible
to receive future equity awards from Nashua until the executive officer is in compliance with these
Executive Stock Ownership Guidelines.



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     Until an executive officer achieves both the Front-End Ownership Requirement and the Back-End
Ownership Requirement, each executive officer is expected to maintain and increase his or her
ownership of Nashua stock and should not engage in any transactions that would decrease his or her
ownership of Nashua stock. However, executive officers may, to the extent permitted by Nashua’s
Insider Trading Policy and applicable law, use shares of Nashua stock owned by them to secure loans
for funds to purchase additional shares of Nashua stock. As noted above, once the Front-End
Ownership Requirement and the Back-End Ownership Requirement are achieved, executive officers are
expected to maintain the Back-End Ownership Requirement for as long as he or she is employed by
Nashua.



VI.  Reporting




     Covered persons will be notified each year where they stand with regard to the requirements of
these Executive Stock Ownership Guidelines.



VII.  Hardship




     There may be instances in which the requirements of these Executive Stock Ownership Guidelines
would place a severe hardship on an executive officer or prevent an executive officer from
complying with a court order (such as in the case of a divorce settlement); although it is expected
that these instances will be rare. In these instances, the executive officer may submit a request
in writing to the Leadership and Compensation Committee that summarizes the circumstances and
describes the extent to which an exemption from the ownership requirements is being requested. The
Leadership and Compensation Committee will review the request with the Chairman and will make the
final decision with respect to such request. If the request is granted in whole or in part, the
Leadership and Compensation Committee will in consultation with the executive officer develop an
alternative stock ownership guideline for the executive officer that reflects both the intention of
these Executive Stock Ownership Guidelines and the executive officer’s individual circumstances.



VIII.  Administration




     These Executive Stock Ownership Guidelines are administered and interpreted by the Leadership
and Compensation Committee of the Board of Directors of Nashua.




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Exhibit B




Nashua Corporation

11 Trafalgar Square, Second Floor

Nashua, NH 03063 




Joint Escrow Instructions




Date:                     




Clerk/Secretary

Nashua Corporation

11 Trafalgar Square, Second Floor

Nashua, NH 03063




Dear                     :




     As Escrow Agent for Nashua Corporation, a Massachusetts corporation, and its successors in
interest under the Restricted Stock Agreement (the “Agreement”) of even date herewith, to which a
copy of these Joint Escrow Instructions is attached (the “Company”), and the undersigned person
(“Holder”), you are hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of the Agreement in accordance with the following instructions:



     1. Appointment. Holder irrevocably authorizes the Company to deposit with you any
certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any
additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions,
“Shares” shall be deemed to include any additional or substitute property. Holder does hereby
irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this
escrow to execute with respect to such Shares all documents necessary or appropriate to make such
Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions
of this paragraph 1 and the terms of the Agreement, Holder shall exercise all rights and privileges
of a stockholder of the Company while the Shares are held by you.



     2. Forfeiture.



          (a) Upon any forfeiture of the Shares pursuant to the Agreement, the Company shall give to
Holder and you a written notice specifying (i) the event of forfeiture, as determined pursuant to
the Agreement, (ii) the time for the closing hereunder (the “Closing”), and (iii) the number of
Shares being forfeited pursuant to the terms of the Agreement. Holder and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.




          (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary
for the transfer of the Shares, (ii) to fill in on such form or forms the number of



 









 







Joint Escrow Instructions

                     ___, 20___

Page 2 of 4



Shares being transferred, and (iii) to deliver same, together with the certificate or
certificates evidencing the Shares to be transferred, to the Company.




     3. Withdrawal. The Holder shall have the right to withdraw from this escrow any
Shares as to which the forfeiture provisions of Sections 2 and 3 of the Agreement have terminated
or expired.



     4. Duties of Escrow Agent.



          (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.




          (b) You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the
exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of
your own attorneys shall be conclusive evidence of such good faith.




          (c) You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or Company, excepting only orders or process of courts of
law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of
any court. In case you obey or comply with any such order, judgment or decree of any court, you
shall not be liable to any of the parties hereto or to any other person, firm or Company by reason
of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered without jurisdiction.




          (d) You shall not be liable in any respect on account of the identity, authority or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.




          (e) You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder and may rely upon
the advice of such counsel.




          (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you
cease to be Clerk/Secretary of the Company or (ii) you resign by written notice to each party. In
the event of a termination under clause (i), your successor as Clerk/Secretary shall become Escrow
Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a
successor Escrow Agent hereunder.






 









 








Joint Escrow Instructions

                     ___, 20___

Page 3 of 4




          (g) If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.




          (h) It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities held by you hereunder, you are authorized
and directed to retain in your possession without liability to anyone all or any part of said
securities until such dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected, but you shall be under no
duty whatsoever to institute or defend any such proceedings.




          (i) These Joint Escrow Instructions set forth your sole duties with respect to any and all
matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow
Instructions against you.




          (j) The Company shall indemnify you and hold you harmless against any and all damages, losses,
liabilities, costs, and expenses, including attorneys’ fees and disbursements, for anything done or
omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of
your duties hereunder, except such as shall result from your gross negligence or willful
misconduct.




     5. Notice. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States Post
Office, by registered or certified mail with postage and fees prepaid, addressed to each of the
other parties thereunto entitled at the following addresses, or at such other addresses as a party
may designate by ten days’ advance written notice to each of the other parties hereto.



	 	 	 	 	 
	 

	 	COMPANY:
	 	Notices to the Company shall be sent to 

the address set
forth in the salutation 

hereto, Attn: President
	 
	 	 	 	 
	 

	 	HOLDER:
	 	Notices to Holder shall be sent to the 

address set forth
below Holder’s 

signature below.
	 
	 	 	 	 
	 

	 	ESCROW AGENT:
	 	Notices to the Escrow Agent shall be sent 

to the address set
forth in the salutation hereto.






     6. Miscellaneous.



          (a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions, and you do not become a party to the Agreement.




 









 








Joint Escrow Instructions

                     ___, 20___

Page 4 of 4




          (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	NASHUA CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HOLDER:	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Signature)
	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Print Name
	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 
	 	 	 	 	 	 
	 	 	Date Signed:
_________________________________________________	 	 






ESCROW AGENT:




_________________________





 









 








Exhibit C




(STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)



FOR VALUE RECEIVED, I hereby sell, assign and transfer unto Nashua Corporation
                                         (                    ) shares of Common Stock, par value $1.00 per share, of Nashua
Corporation (the “Corporation”) standing in my name on the books of the Corporation represented by
Certificate(s) Number                      herewith, and do hereby irrevocably constitute and appoint Nashua
Corporation attorney to transfer the said stock on the books of the Corporation with full power of
substitution in the premises.




	 	 	 	 	 
	Dated:                                         
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Dated:                                         

	 	IN PRESENCE OF: