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
2
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 Aw
