exv4w1






Exhibit 4.1




ENNIS, INC.




AMENDMENT NO. 1

TO

2004 LONG-TERM INCENTIVE PLAN

AS AMENDED AND RESTATED



     THIS AMENDMENT NO. 1 (this “Amendment”) to the Ennis, Inc. 2004 Long-Term Incentive
Plan, as amended and restated effective May 14, 2008 (the “Plan”) is made by Ennis, Inc., a
Texas corporation (the “Company”), and is as follows:



     WHEREAS, approximately 97,854 shares remain available for issuance under the Plan as of as of
May 25, 2011, which the Board of Directors of the Company (the “Board”) has determined will
not be sufficient to meet the future needs of attracting and retaining employees of the Company;



     WHEREAS, Section 15.1 of the Plan provides the Board with the authority and discretion to
amend the Plan;



     WHEREAS, the Board deems it to be in the Company’s best interest to amend the Plan to increase
the number of shares available therein by 1,000,000 shares;



     WHEREAS, the Board desires to extend the effectiveness and term of the Plan by an additional
ten years from the date this Amendment is approved by the Company’s shareholders; and



     WHEREAS, the rules of the New York Stock Exchange applicable to the Company require that the
Company’s shareholders approve this Amendment.



     NOW, THEREFORE, pursuant to the authority granted to the Board in Section 15.1 of the Plan,
the Plan is hereby amended as follows:



     1. Increase in the Share Reserve. Section 4.1 of the Plan shall be deleted in its
entirety and replaced with the following:




4.1 Available Shares. Subject to adjustment as provided in Section
4.2, the maximum number of shares of Common Stock that shall be
available for grant of Awards under the Plan shall not exceed the
sum of (i) 1,097,854 shares, and (ii) any shares of Common Stock
that become available under this Plan, including with respect to
Awards outstanding under the Superseded Plan as of the Effective
Date, as a result of cancellation, termination, expiration,
forfeiture or lapse of an Award or as otherwise provided in Section
4.3. The maximum number of shares of Common Stock for which
Options, SARs, Restricted Stock and other Awards may be granted
under the Plan to any one Participant during a calendar year is
100,000. The maximum aggregate number of shares that may be issued
pursuant to Incentive Stock Options is 1,097,854. Shares of Common
Stock issued pursuant to the Plan may be shares of original issuance
or treasury shares or a combination of the foregoing, as the



 









 







Committee, in its absolute discretion, shall from time to time
determine.



     2. Effectiveness and Term. Section 1.3 of the Plan shall be amended for the limited
purpose of extending the termination of the Plan to the earlier of: “(a) the termination of the
Plan by the Board or (b) June 30, 2021.” To the extent not inconsistent with the foregoing, the
remaining provisions of Section 1.3 of the Plan shall remain in full force and effect.



     3. Effect on Plan Except as otherwise set forth in this Amendment, the Plan shall
remain in full force and effect.



     4. Effective Date of this Amendment. This Amendment shall become effective on the
date the Company’s shareholders act to approve the increase in the share reserve at the annual
shareholder meeting to be held on June 30, 2011.



     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment
No. 1 on this 30th day of June, 2011.



	 	 	 	 	 
	 	ENNIS, INC

a Texas corporation

 	 
	 	By:  	/s/ Keith S. Walters
 	 
	 	 	Keith S. Walters 	 
	 	 	CEO and President 	 



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