EXHIBIT 10.2


 


 








Exhibit A










 


 


STOCK UNIT AWARD AGREEMENT 


 


(Granted under the UFP Technologies, Inc. 2009 Director Stock Incentive
Plan)


 


1.        Award of Stock Unit Awards.  
UFP Technologies, Inc. (hereinafter the “Company”), in the exercise of its sole discretion pursuant to the UFP Technologies,
Inc. 2009 Director Stock Incentive Plan (the “Plan”), does on June 5, 2019 (the “Award Date”) hereby award
to ____________ (the “Awardee”) _____ Stock Unit Awards (“SUAs”) upon the terms and subject to the conditions
hereinafter contained. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. SUAs
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 and the Plan. Awardee has no rights under the SUA s other than the rights of a general unsecured creditor
of the Company. Terms used herein but not defined shall have the meanings set forth in Section 19 below or the meanings set forth
in the Plan.


 


 2.        Vesting Schedule and Conversion
of SUAs.  


 


(a)       Subject to the terms
of this Award Agreement and the Plan and provided that Awardee continues to serve as a director of the Company throughout the vesting
period set out below, the SUAs shall vest and be converted into an equivalent number of shares of Common Stock that will be distributed
to the Awardee as follows:


 


	
        Vesting Date

        
	
        Percentage

        of SUAs

        

	May 31, 2020	100%


 


(b)       Notwithstanding the
vesting schedule set forth in subsection (a) above, if there is a Change in Control of the Company (as defined below), then so
long as the Awardee shall have continued to serve as a director of the Company through the date which is one day prior to the actual
closing date of the transaction giving rise to such Change in Control (the “Acceleration Date”), then all of the SUA’s
that are unvested on the Acceleration Date shall immediately become vested in full on the Acceleration Date, subject, however,
to the provisions of Section 18 of this Award Agreement.


 


3.       Termination of Awardee’s Status
as a Director.   Subject to the provisions of Sections 4 and 5 below, in the event of termination, for any reason,
of Awardee’s status as a director of the Company, Awardee’s rights under this Award Agreement in any unvested SUAs
shall terminate.


 


4.       Disability of Awardee.  
Notwithstanding the provisions of Section 3 above, in the event of termination of Awardee’s status as a director of the Company
as a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”),
the SUAs shall thereupon become vested in full as of the date of such termination, subject, however, to the provisions of Section
18 of this Award Agreement.


 






     


     


    

 


5.       Death of Awardee.   Notwithstanding
the provisions of Section 3 above, in the event of the death of Awardee, if Awardee is, at the time of death, a director of the
Company, the SUAs shall thereupon become vested in full as of the date of such termination, subject, however, to the provisions
of Section 18 of this Award Agreement.


 


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


 


(a)              
Provided Awardee has satisfied the requirements of Section 6(b) below, and subject, however, to the provisions of Section
18 of this Award Agreement, 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. An Awardee’s rights with respect to the SUA’s issued under this Award Agreement shall terminate
at the time such SUAs are converted into shares of Common Stock. 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)              
Prior to the issuance of shares of Common Stock upon vesting of SUAs as provided in Section 6(a) above, Awardee shall pay,
or make adequate arrangements satisfactory to the Company (in its sole discretion) to satisfy all withholding obligations of the
Company, to the extent applicable.


 


(c)              
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 18 of this Award Agreement, the Company shall
cause such distribution to Awardee to occur promptly upon the vesting of SUAs.


 


(d)              
Adjustments and other matters relating to stock dividends, stock splits, recapitalizations, reorganizations, Corporate Events
and the like shall be made and determined in accordance with Section 6 of the Plan, as in effect on the date of this Agreement.


 


7.                 
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.


 


8.                 
Agreement of Awardee. By accepting the Award, Awardee agrees to continue to serve as a director of the Company during
the term for which he or she was elected. 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 a director of the Company.


 






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9.                 
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)       Awardee acknowledges
and agrees that, in the event of termination of the Awardee’s service on the Company’s Board of Directors, regardless
of the reasons for such termination, Awardee has no right to, and will not bring any legal claim or action for, (i) any damages
for any portion of the SUAs that have been vested and converted into Common Shares, or (ii) termination of any unvested SUAs under
this Award Agreement.


 


10.             
Administration.   The authority to manage and control the operation and administration of this Award Agreement
shall be vested in the Committee (as 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.


 


11.             
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.


 


12.             
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.


 






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13.             
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.


 


14.             
Acknowledgment.   By Awardee’s acceptance as evidenced below, Awardee further 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.


 


15.             
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.


 


16.             
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.


 


17.             
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 17.


 


18.             
Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal
Revenue Code, as amended (the “Code”), and the regulations thereunder to the extent applicable. 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.


 






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19.             
Definitions.


 


“Business Combination” 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.


 


“Change in Control” shall mean:
(i) 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 hereof constitute the Board of Directors of the Company (the “Incumbent Board”) thereafter
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 grant represented hereby 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.


 


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EXECUTED as of the day and year first above written.


 


	 	UFP TECHNOLOGIES, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	R. Jeffrey Bailly	 
	 	 	Chairman and Chief Executive Officer	 



 


 





AWARDEE’S ACCEPTANCE:


 


I have read and fully understood this Award Agreement and 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.


 


 





	 	 	 



 





 


 


 


 


 


 


 


 


 


 


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