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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported): February 18, 2025
UFP TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-12648 |
04-2314970 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
100 Hale Street
Newburyport, Massachusetts 01950-3504
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (978) 352-2200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common stock |
|
UFPT |
|
The NASDAQ Stock Market L.L.C. |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Base Salaries
At a meeting on February 11, 2025, the Compensation Committee approved increases in the base
salaries of the Company’s named executive officers, effective as of the date set forth in the table below. The following table sets
forth the new base salary of each of the Company’s executive officers whose base salary was adjusted by the Compensation Committee.
| Name and Title |
2025
Base Salary |
Effective
Date |
R.
Jeffrey Bailly
Chief Executive Officer and Chairman |
$789,000 |
January
1, 2025 |
Mitchell
C. Rock
President |
$525,000 |
January
1, 2025 |
Ronald
J. Lataille
Senior Vice President, Treasurer and Chief Financial Officer |
$485,000 |
January
1, 2025 |
|
Christopher P. Litterio
Senior Vice President of Human Resources and Chief Counsel |
$385,000 |
January
1, 2025 |
|
Steve Cardin
Vice President, COO
Medtech |
$352,000 |
January
1, 2025 |
|
Jason Holt
Vice President and Chief Commercial Officer |
$352,000 |
January
1, 2025 |
Stock Unit Awards
Also at its February 11, 2025 meeting, the Compensation Committee approved the grant of stock
unit awards to the Company’s executive officers, as indicated below. Subject to the terms of the Company’s 2003 Incentive
Plan, as amended and restated (the “2003 Incentive Plan”) and the stock unit award agreement evidencing each such award, with
the Company’s Chief Executive Officer, R. Jeffrey Bailly, receiving a separate form of stock unit award agreement than the other
executive officers, each stock unit award provides the recipient with the right to receive one share of common stock of the Company. Recipients
of the stock unit awards will have no rights as stockholders of the Company in respect thereof, including, without limitation, the right
to vote or to receive dividends, until and to the extent any applicable performance objectives have been satisfied, such stock unit awards
have vested, and the issuance of the shares of common stock in respect of the stock unit awards has been appropriately evidenced.
| Name and Title of Recipient of Stock
Unit Awards |
Column
A
Number of “Threshold”
Stock Unit Awards
(No Minimum Adjusted
Operating Income
Requirement) |
Column
B
Number of “Target”
Stock Unit Awards
(Upon Attainment of
Target Adjusted
Operating Income) |
Column
C
Number of “Exceptional”
Stock Unit Awards
(Upon Attainment of
Exceptional Adjusted
Operating Income) |
R.
Jeffrey Bailly
Chairman and Chief Executive Officer |
11,515 |
5,758 |
5,758 |
Mitchell
Rock
President |
3,817 |
1,909 |
1,909 |
Ronald
J. Lataille
Senior Vice President, Treasurer and Chief Financial Officer |
3,817 |
1,909 |
1,909 |
Chris
Litterio
Senior Vice President of Human Resources and Chief Counsel |
1,272 |
636 |
636 |
Steve
Cardin
Vice President, COO Medtech |
636 |
318 |
318 |
|
Jason Holt
Vice President and Chief Commercial Officer |
1,018 |
509 |
509 |
All stock unit awards listed in the table above are subject to time-based
and continuous employment vesting requirements. The stock unit awards listed in Columns B and C are also subject to the Company meeting
certain financial performance objectives (the “Performance Objectives”). The Compensation Committee shall determine whether
and to what extent any of the Performance Objectives have been achieved by the Company. Such determination is currently expected to take
place in February 2025. Assuming achievement of the applicable Performance Objectives, one-third of the stock unit awards listed in Columns
A, B, and C above shall vest on March 1, 2026, one-third shall vest on March 1, 2027 and one-third shall vest on March 1, 2028, provided
that the recipient remains continuously employed by the Company through each such vesting date.
Any unvested stock unit awards shall terminate upon the cessation of a
recipient’s employment with the Company. Notwithstanding the foregoing and only with respect to the award to Mr. Bailly, subject
to the terms of Mr. Bailly’s employment agreement dated October 8, 2007, as amended (the “CEO Employment Agreement”),
and the stock unit award agreement evidencing Mr. Bailly’s award, in the event that Mr. Bailly’s employment ceases without
“cause” or for “good reason” (as such terms are defined in the CEO Employment Agreement), Mr. Bailly shall be
entitled to receive shares that, but for such cessation of employment, would have otherwise been issued to Mr. Bailly pursuant to the
terms of the stock unit awards listed in Columns A, B, and C above, notwithstanding such cessation of employment.
In the event of a change in control of the Company (as defined in the 2003
Incentive Plan), any unvested stock unit awards listed in each of Columns A, B, and C above shall become fully vested as of the effective
date of such change in control, provided that the recipient has been continuously employed by the Company through the date immediately
prior to the effective date of such change in control, and, with respect to the stock unit awards listed in Columns B and C above, subject
to achievement of any applicable Performance Objectives prior to the effective date of such change in control.
The above description of the stock unit awards is qualified in its entirety
by reference to the text of the CEO stock unit award agreement or the stock unit award agreement evidencing such awards, as applicable,
copies of the forms of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein in their
entirety by reference.
2025 Chief Executive Officer’s Performance Bonus Plan
Also at its February 11, 2025 meeting, the Compensation Committee approved
a 2025 cash bonus plan for Mr. Bailly that included corporate financial performance targets and individual performance goals. This award
was made under and pursuant to the 2003 Incentive Plan. The overall targeted bonus established under this plan was $828,450 (105% of Mr.
Bailly’s 2025 base salary), with a maximum amount of $1,656,900 (two times Mr. Bailly’s target bonus). The actual bonus award,
if any, will be determined based upon the level of achievement of the established performance targets and goals as determined by the Compensation
Committee.
2025 Named Executive Officer Cash Bonus Plan
Also at its February 6, 2025 meeting, the Compensation Committee approved the corporate financial
performance targets and individual performance goals for a 2025 cash bonus plan for Messrs. Rock, Lataille, Litterio, Cardin and Holt.
The target amounts of such cash bonuses range from 40% to 65% of base salary for each of the officers. The actual amount of each cash
bonus, if any, will be subject to increase or decrease at the discretion of the Compensation Committee.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 18, 2025 |
UFP TECHNOLOGIES, INC. |
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Ronald J. Lataille |
|
| |
|
Ronald J. Lataille, Chief Financial |
| |
|
Officer and Senior Vice President |
Exhibit 10.1
STOCK UNIT AWARD AGREEMENT
(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)
This Stock Unit Award Agreement is entered into as of the 11th
day of February, 2025 by and between UFP Technologies, Inc. (hereinafter the “Company”) and R. Jeffrey Bailly (the “Awardee”).
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Company’s 2003 Incentive Plan, as
amended (the “Plan”). Stock Unit Awards (SUA’s 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, including, without limitation, the performance
objectives set forth in Schedule A hereto, and the Plan. Awardee has no rights under the SUAs other than the rights of a general
unsecured creditor of the Company.
1. Grant of Stock Unit Awards;
Performance Objectives; Vesting.
(a) The Company, in the exercise of its sole discretion pursuant
to the Plan, does hereby award to the Awardee the number of SUAs set forth on Schedule A hereto upon the terms and subject to the
conditions hereinafter contained. The SUA’s shall consist of a Threshold Award, a Target Award and an Exceptional Award. The Target
Award and the Exceptional Award are each awarded subject to attainment during the Performance Cycle described on Schedule A of
the Performance Objectives set forth on Schedule A .
(b) Subject to attainment of any
applicable Performance Objectives, except as otherwise provided in this Agreement, payment with respect to vested SUA’s shall be
made entirely in the form of shares of Common Stock of the Company on each respective vesting date as set forth on Schedule A.
(c) As soon as possible after the
end of the Performance Cycle, the Committee will certify in writing whether and to what extent the Performance Objectives have been met
for the Performance Cycle. The date of the Committee’s certification pursuant to this subsection (c) shall hereinafter be referred
to as the “Certification Date”. The Company will notify the Awardee of the Committee’s certification following the Certification
Date (such notice, the “Determination Notice”). The Determination Notice shall specify (i) the Performance Objective, as derived
from the Company’s audited financial statements; and (ii) the extent, if any, to which the Performance Objectives were satisfied
with respect to the Target Award and the Exceptional Award.
2. Change in Control. Notwithstanding the vesting
schedule set forth in Schedule A: if there is a Change in Control of the Company (as defined in the Plan) following the end of
the Performance Cycle, and the Awardee’s Business Relationship as contemplated by Section 4 hereof, shall not have been terminated
as of the date immediately prior to the effective date of such Change in Control, then subject to attainment during the Performance Cycle
described on Schedule A of any applicable Performance Objective set forth on Schedule A, and subject to the provisions of
Section 21 of this Award Agreement, any SUA’s representing the Threshold, Target and the Exceptional Award, which are not already
vested shall become vested in full as of the effective date of such Change in Control.
3. Termination.
Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SUAs
issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.
4. Termination of Business Relationship.
(a)
Except as otherwise specified in subsection (b) or (c) below or as otherwise specified in Section 5 or 6 below, in the event of
termination of Awardee’s Business Relationship, Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate.
For purposes of this Award Agreement, an Awardee’s “Business Relationship” shall mean continuing service as either an
employee or a director, or both. The Awardee’s Business Relationship shall not be considered interrupted in the case of sick leave
or leave of absence for which the Business Relationship is not considered interrupted as determined by the Company in its sole discretion.
(b)
Subject to: the provisions of Paragraphs 8 and 12 of the Awardee’s Employment Agreement dated October 8, 2007 with the Company,
as amended (the “Employment Agreement”) and the provisions of Section 21 of this Award Agreement, any SUA’s representing
the Threshold Award which would otherwise have resulted in the issuance of shares of the Company’s common stock but for: (i) the
termination of the Awardee’s employment by the Company without “Cause” (as defined in the Employment Agreement); or
(ii) termination of the Awardee’s employment for “Good Reason” (as defined in the Employment Agreement) prior to the
date on which such shares would otherwise have been delivered to the Awardee but for such termination, then such shares shall be issued
to the Awardee notwithstanding such termination of employment.
(c)
Subject to: the provisions of Paragraphs 8 and 12 of the Employment Agreement; attainment during the Performance Cycle described
on Schedule A of any applicable Performance Objective set forth on Schedule A; and the provisions of Section 21 of this
Award Agreement, any SUA’s representing the Target Award and the Exceptional Award, which would otherwise have resulted in the issuance
of shares of the Company’s common stock following the Certification Date but for: (i) the termination of the Awardee’s employment
by the Company without “Cause” or (ii) termination of the Awardee’s employment for “Good Reason”, in any
such event following the end of the Performance Cycle but prior to the date on which such shares would otherwise have been delivered to
the Awardee but for such termination, then such shares shall be issued to the Awardee notwithstanding such termination of employment.
5. Disability of Awardee.
Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Business Relationship as a result of
disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”),
the SUAs which would have vested during the twelve (12) months following the date of such termination, set out in Schedule A, shall
become vested as of the date of such termination, subject, however, to the provisions of Section 21 of this Award Agreement. If Awardee’s
Disability originally required him or her to take a short-term disability leave which was later converted into long-term disability, then
for the purposes of the preceding sentence the date on which Awardee ceased performing services shall be deemed to be the date of commencement
of the short-term disability leave. The Awardee’s rights in any unvested SUAs that remain unvested after the application of this
Section 5 shall terminate at the time Awardee ceases to be in a Business Relationship.
6. Death of Awardee.
Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee:
(a) If the Awardee was, at the time
of death, in a Business Relationship, the SUAs which would have vested during the twelve (12) months following the date of death of Awardee,
set out in Schedule A, shall become vested as of the date of death.
(b) The Awardee’s rights in
any unvested SUAs that remain after the application of Section 6(a) shall terminate at the time of the Awardee’s death.
7. Value of Unvested SUAs.
In consideration of the award of these SUAs, Awardee agrees that upon and following termination of Awardee’s Business Relationship
for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee’s Business Relationship is terminated
with or without cause, notice, or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s Business
Relationship was terminable only for cause or only with notice or pre-termination procedure, any unvested SUAs under this Award Agreement
shall be deemed to have a value of zero dollars ($0.00).
8. Conversion of SUAs to shares
of Common Stock; Responsibility for Taxes.
(a) Provided Awardee has satisfied
the requirements of Section 8(b) below, and subject to the provisions of Section 21 below, 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. 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) Regardless of any action the
Company takes with respect to any or all income tax (including federal, state and local taxes), social security, payroll tax or other
tax-related withholding (“Tax Related Items”), Awardee acknowledges that the ultimate liability for all Tax Related Items
legally due by Awardee is and remains Awardee’s responsibility and that the Company (i) makes no representations or undertakings
regarding the treatment of any Tax Related Items in connection with any aspect of the SUAs, including the grant of the SUAs, the vesting
of SUAs, the conversion of the SUAs into shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at vesting
and the receipt of any dividends; and (ii) does not commit to structure the terms of the grant or any aspect of the SUAs to reduce or
eliminate the Awardee’s liability for Tax Related Items. Prior to the issuance of shares of Common Stock upon vesting of SUAs as
provided in Section 8(a) above, Awardee shall pay, or make adequate arrangements satisfactory to the Company, in its sole discretion,
to satisfy all applicable withholding obligations of the Company. In this regard, Awardee authorizes the Company to withhold all applicable
Tax Related Items legally payable by Awardee from Awardee’s wages or other cash compensation payable to Awardee by the Company.
Alternatively, or in addition, if permissible under applicable law, the Company may, in its sole discretion, (i) sell or arrange for the
sale of shares of Common Stock to be issued to satisfy the withholding obligation, and/or (ii) withhold in shares of Common Stock, provided
that the Company shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. Awardee shall pay to the
Company any amount of Tax Related Items that the Company may be required to withhold as a result of Awardee’s receipt of SUAs, or
the conversion of SUAs to shares of Common Stock that cannot be satisfied by the means previously described. Except where applicable legal
or regulatory provisions prohibit, the standard process for the payment of an Awardee’s Tax Related Items shall be for the Company
to withhold in shares of Common Stock only to the amount of shares necessary to satisfy the minimum withholding amount. The Company may
refuse to deliver shares of Common Stock to Awardee if Awardee fails to comply with Awardee’s obligation in connection with the
Tax Related Items as described herein.
(c) In lieu of issuing fractional
shares of Common Stock, on the vesting of a fraction of a SUA, the Company shall round the shares to the nearest whole share and any such
share which represents a fraction of a SUA will be included in a subsequent vest date.
(d) 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 21 below, the Company shall cause such distribution to Awardee to occur promptly upon the vesting of SUAs.
No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner
of the shares of Common Stock, except as provided in Section 8 of the Plan.
(e) 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 an Employee, Consultant
or outside director of the Company or a Subsidiary of the Company.
(f) 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.
9. 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.
10. 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;
11. No Employment Right.
Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies
adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with
the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award
of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the
mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between
the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without
cause or notice or any kind of pre- or post-termination warning, discipline or procedure.
12. Administration.
The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such
term is 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.
13. 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.
14. 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.
15. 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.
16. Acknowledgment.
By Awardee’s acceptance as evidenced below, Awardee 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. In addition, the Awardee acknowledges that the Award and rights granted to the Awardee
hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company
to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.
17. [Intentionally Omitted]
18. 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.
19. 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.
20. 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 20.
21.
Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue
Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at
the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled
to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section
409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such
benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from
service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made
in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 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.
[remainder of page intentionally left blank; signature page follows]
EXECUTED the day and year first above written.
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UFP TECHNOLOGIES, INC. |
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By: |
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Ronald J. Lataille |
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Chief Financial Officer |
AWARDEE’S ACCEPTANCE:
I have read and fully understood this Award Agreement and, as referenced in Section 16 above,
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.
SCHEDULE A
The SUA’s issuable under this Agreement shall consist of a Threshold Award, a Target Performance
Award and an Exceptional Performance Award, each in the amounts set forth below, each such award issuable in one-third increments on the
vesting dates set forth below, provided the respective performance objective (if applicable) is satisfied.
The Performance Objective established by the Committee with respect to the Target Performance
Award and Exceptional Performance Award is Adjusted Operating Income** for 2025
| |
Performance
Objective |
Performance
Cycle |
Number of
Shares of
Common Stock |
Vesting Dates: March 1 of: |
|
| |
|
|
|
*/2026 |
*/2027 |
*/2028 |
|
a. Threshold Award
(50% of total) |
none |
n/a |
________ |
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|
|
|
b. Target Performance Award
(25% of total) |
$XXX of Adjusted Operating Income**
|
Calendar Year
2025 |
_________
(in addition to (a) above) |
|
|
|
|
c. Exceptional Performance Award
(25% of total) |
$XXX of Adjusted Operating Income**
|
Calendar Year
2025 |
________
***
(in addition to (a) and (b) above) |
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|
|
*Vesting is subject to the Compensation Committee’s determination of
satisfaction of any applicable performance target for 2025 (for Target and Exceptional Performance Awards), and subject to continued employment
on each such vesting date (for all Awards).
** Adjusted Operating Income is defined herein as Operating Income on the Company’s 10-K,
excluding the effect of (i) non-recurring restructuring charges related to plant closings and consolidations; and (ii) the impact of acquired
or disposed of operations during such year.
Exhibit 10.2
STOCK UNIT AWARD AGREEMENT
(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)
This Stock Unit Award Agreement is entered into as of the 11th
day of February, 2025 by and between UFP Technologies, Inc. (hereinafter the “Company”) and _______________ (the “Awardee”).
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Company’s 2003 Incentive Plan, as
amended (the “Plan”). Stock Unit Awards (SUA’s 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, including, without limitation, the performance
objectives set forth in Schedule A hereto, and the Plan. Awardee has no rights under the SUAs other than the rights of a general
unsecured creditor of the Company.
1. Grant of Stock Unit Awards;
Performance Objectives; Vesting.
(a) The Company, in the exercise of its sole discretion pursuant
to the Plan, does hereby award to the Awardee the number of SUAs set forth on Schedule A hereto upon the terms and subject to the
conditions hereinafter contained. The SUA’s shall consist of a Threshold Award, a Target Award and an Exceptional Award. The Target
Award and the Exceptional Award are each awarded subject to attainment during the Performance Cycle described on Schedule A of
the Performance Objectives set forth on Schedule A .
(b) Subject to attainment of any
applicable Performance Objectives, payment with respect to vested SUA’s shall be made entirely in the form of shares of Common Stock
of the Company on each respective vesting date as set forth on Schedule A.
(c) As soon as possible after the
end of the Performance Cycle, the Committee will certify in writing whether and to what extent the Performance Objectives have been met
for the Performance Cycle. The date of the Committee’s certification pursuant to this subsection (c) shall hereinafter be referred
to as the “Certification Date”. The Company will notify the Awardee of the Committee’s certification following the Certification
Date (such notice, the “Determination Notice”). The Determination Notice shall specify (i) the Performance Objective, as derived
from the Company’s audited financial statements; and (ii) the extent, if any, to which the Performance Objectives were satisfied
with respect to the Target Award and the Exceptional Award.
2. Change in Control. Notwithstanding the vesting
schedule set forth in Schedule A: if there is a Change in Control of the Company (as defined in the Plan) following the end of
the Performance Cycle, and the Awardee’s Continuous Status as an employee, as contemplated by Section 4 hereof, shall not have been
terminated as of the date immediately prior to the effective date of such Change in Control, then subject to attainment during the Performance
Cycle described on Schedule A of any applicable Performance Objective set forth on Schedule A, and subject to the provisions
of Section 21 of this Award Agreement, any SUA’s representing the Threshold, Target and the Exceptional Award, which are not already
vested shall become vested in full as of the effective date of such Change in Control.
3. Termination.
Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SUAs
issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.
4. Termination of Awardee’s
Continuous Status as an Employee. Except as otherwise specified in Section 5 and 6 below, in the event of termination
of Awardee’s Continuous Status as an employee of the Company, Awardee’s rights under this Award Agreement in any unvested
SUAs shall terminate. For purposes of this Award Agreement, an Awardee’s Continuous Status as an employee shall mean the absence
of any interruption or termination of service as an employee. Continuous Status as an employee shall not be considered interrupted in
the case of sick leave or leave of absence for which Continuous Status is not considered interrupted as determined by the Company in its
sole discretion.
5. Disability of Awardee.
Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as
a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”),
the SUAs which would have vested during the twelve (12) months following the date of such termination, set out in Schedule A, shall
become vested as of the date of such termination, subject, however, to the provisions of Section 21 of this Award Agreement. If Awardee’s
Disability originally required him or her to take a short-term disability leave which was later converted into long-term disability, then
for the purposes of the preceding sentence the date on which Awardee ceased performing services shall be deemed to be the date of commencement
of the short-term disability leave. The Awardee’s rights in any unvested SUAs that remain unvested after the application of this
Section 5 shall terminate at the time Awardee ceases to be in Continuous Status as an employee.
6. Death of Awardee.
Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee:
(a) If the Awardee was, at the time
of death, in Continuous Status as an employee, the SUAs which would have vested during the twelve (12) months following the date of death
of Awardee, set out in Schedule A, shall become vested as of the date of death.
(b) The Awardee’s rights in
any unvested SUAs that remain after the application of Section 6(a) shall terminate at the time of the Awardee’s death.
7. Value of Unvested SUAs.
In consideration of the award of these SUAs, Awardee agrees that upon and following termination of Awardee’s Continuous Status as
an employee for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee is terminated with or without
cause, notice, or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable
only for cause or only with notice or pre-termination procedure, any unvested SUAs under this Award Agreement shall be deemed to have
a value of zero dollars ($0.00).
8. Conversion of SUAs to shares
of Common Stock; Responsibility for Taxes.
(a) Provided Awardee has satisfied
the requirements of Section 8(b) below, and subject to the provisions of Section 21 below, 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. 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) Regardless of any action the
Company takes with respect to any or all income tax (including federal, state and local taxes), social security, payroll tax or other
tax-related withholding (“Tax Related Items”), Awardee acknowledges that the ultimate liability for all Tax Related Items
legally due by Awardee is and remains Awardee’s responsibility and that the Company (i) makes no representations or undertakings
regarding the treatment of any Tax Related Items in connection with any aspect of the SUAs, including the grant of the SUAs, the vesting
of SUAs, the conversion of the SUAs into shares of Common Stock, the subsequent sale of any shares of Common Stock acquired at vesting
and the receipt of any dividends; and (ii) does not commit to structure the terms of the grant or any aspect of the SUAs to reduce or
eliminate the Awardee’s liability for Tax Related Items. Prior to the issuance of shares of Common Stock upon vesting of SUAs as
provided in Section 8(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. In this regard, Awardee authorizes the Company to withhold all applicable Tax Related
Items legally payable by Awardee from Awardee’s wages or other cash compensation payable to Awardee by the Company. Alternatively,
or in addition, if permissible under applicable law, the Company may, in its sole discretion, (i) sell or arrange for the sale of shares
of Common Stock to be issued to satisfy the withholding obligation, and/or (ii) withhold in shares of Common Stock, provided that the
Company shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. Awardee shall pay to the Company
any amount of Tax Related Items that the Company may be required to withhold as a result of Awardee’s receipt of SUAs, or the conversion
of SUAs to shares of Common Stock that cannot be satisfied by the means previously described. Except where applicable legal or regulatory
provisions prohibit, the standard process for the payment of an Awardee’s Tax Related Items shall be for the Company to withhold
in shares of Common Stock only to the amount of shares necessary to satisfy the minimum withholding amount. The Company may refuse to
deliver shares of Common Stock to Awardee if Awardee fails to comply with Awardee’s obligation in connection with the Tax Related
Items as described herein.
(c) In lieu of issuing fractional
shares of Common Stock, on the vesting of a fraction of a SUA, the Company shall round the shares to the nearest whole share and any such
share which represents a fraction of a SUA will be included in a subsequent vest date.
(d) 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 21 below, the Company shall cause such distribution to Awardee to occur promptly upon the vesting of SUAs.
No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner
of the shares of Common Stock, except as provided in Section 8 of the Plan.
(e) 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 an Employee, Consultant
or outside director of the Company or a Subsidiary of the Company.
(f) 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.
9. 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.
10. 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) notwithstanding any terms or
conditions of the Plan to the contrary and consistent with Section 4 and Section 7 above, in the event of involuntary termination of Awardee’s
employment (whether or not in breach of applicable laws), Awardee’s right to receive SUAs and vest under the Plan, if any, will
terminate effective as of the date that Awardee is no longer actively employed and will not be extended by any notice period mandated
under applicable law; furthermore, in the event of involuntary termination of employment (whether or not in breach of applicable laws),
Awardee’s right to receive shares of Common Stock pursuant to the SUAs after termination of employment, if any, will be measured
by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under applicable
law. The Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the award
of SUAs; and
(h) Awardee acknowledges and agrees
that, regardless of whether Awardee is terminated with or without cause, notice or pre-termination procedure or whether Awardee asserts
or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure,
Awardee has no right to, and will not bring any legal claim or action for, (a) any damages for any portion of the SUAs that have been
vested and converted into Common Shares, or (b) termination of any unvested SUAs under this Award Agreement.
11. No Employment Right.
Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies
adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with
the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award
of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the
mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between
the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without
cause or notice or any kind of pre- or post-termination warning, discipline or procedure.
12. Administration.
The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such
term is 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.
13. 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.
14. 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.
15. 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.
16. Acknowledgment.
By Awardee’s acceptance as evidenced below, Awardee 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. In addition, the Awardee acknowledges that the Award and rights granted to the Awardee
hereunder shall be subject to forfeiture to the Company in accordance with any policy that may hereafter be promulgated by the Company
to comply with the requirements of Section 10D(b)(2) of the Securities Exchange Act of 1934, as amended.
17. [Intentionally Omitted]
18. 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.
19. 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.
20. 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 20.
21.
Section 409A. This Award Agreement is intended to be in compliance with the provisions of Section 409A of the Internal Revenue
Code to the extent applicable, and the Regulations issued thereunder. Anything in this Agreement to the contrary notwithstanding, if at
the time of the Awardee’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled
to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section
409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such
benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from
service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made
in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). 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.
EXECUTED the day and year first above written.
| |
UFP TECHNOLOGIES, INC. |
| |
|
| |
|
| |
|
| |
|
| |
By: |
|
| |
|
R. Jeffrey Bailly |
| |
|
Chief Executive Officer |
AWARDEE’S ACCEPTANCE:
I have read and fully understood this Award Agreement and, as referenced in Section 16 above,
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.
_________________________________________________________
SCHEDULE A
The SUA’s issuable under this Agreement shall consist of a Threshold Award, a Target Performance
Award and an Exceptional Performance Award, each in the amounts set forth below, each such award issuable in one-third increments on the
vesting dates set forth below, provided the respective performance objective (if applicable) is satisfied.
The Performance Objective established by the Committee with respect to the Target Performance
Award and Exceptional Performance Award is Adjusted Operating Income** for 2025
| |
Performance
Objective |
Performance
Cycle |
Number of Shares of Common Stock |
Vesting Dates: March 1 of: |
| |
|
|
|
*/2026 |
*/2027 |
*/2028 |
|
a. Threshold Award
(50% of total) |
none |
n/a |
________ |
|
|
|
|
b. Target Performance Award
(25% of total) |
$XXX of Adjusted Operating Income**
|
Calendar Year
2025 |
_________
(in addition to (a) above) |
|
|
|
|
c. Exceptional Performance Award
(25% of total) |
$XXX of Adjusted Operating Income**
|
Calendar Year
2025 |
________
***
(in addition to (a) and (b) above) |
|
|
|
*Vesting is subject to the Compensation Committee’s determination of
satisfaction of any applicable performance target for 2025 (for Target and Exceptional Performance Awards), and subject to continued employment
on each such vesting date (for all Awards).
** Adjusted Operating Income is defined herein as Operating Income on the Company’s 10-K,
excluding the effect of (i) non-recurring restructuring charges related to plant closings and consolidations; and (ii) the impact of acquired
or disposed of operations during such year.
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dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Ufp Technologies (NASDAQ:UFPT)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Ufp Technologies (NASDAQ:UFPT)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
