NASHUA CORPORATION Restricted Stock Unit Agreement Granted Under 2008 Directors’ Plan
Exhibit 10.3
NASHUA CORPORATION
Restricted Stock Unit Agreement
Granted Under 2008 Directors’ Plan
Granted Under 2008 Directors’ Plan
This Restricted Stock Unit Agreement (this “Agreement”) is made this [ ] day of [
], 20[ ] (the “Grant Date”), between Nashua Corporation, a Massachusetts corporation (the
“Company”), and [ ] (the “Participant”).
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 Directors’ Plan (the “Plan”), [ ] restricted stock units (individually, an “RSU” and
collectively, the “RSUs”). Each RSU represents the right to receive one share of common stock, par
value $1.00 per share, of the Company (the “Common Stock”) as provided in this Agreement. The
shares of Common Stock that are issuable upon vesting of the RSUs are referred to in this Agreement
as “Shares.” 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.
2. Vesting; Forfeiture.
(a) The RSUs shall be vested 25% as of the Grant Date and, for as long as the Participant
continues to serve as a member of the Company’s Board of Directors, shall vest as to an additional
25% of the Shares subject to the RSUs at the end of each successive three-month period following
the Grant Date until fully vested.
(b) Any Shares subject to the RSUs that have not vested on or before the date upon which the
Participant resigns or retires from, or ceases for any reason to be a member of, the Company’s
Board of Directors shall be forfeited to the Company.
3. Distribution of Shares.
(a) The Company shall not be obligated to issue to the Participant the Shares upon the vesting
of any RSU (or otherwise) unless the issuance and delivery of such Shares shall comply with all
relevant provisions of law and other legal requirements including, without limitation, any
applicable federal or state securities laws and the requirements of any stock exchange upon which
shares of Common Stock may then be listed.
(b) Subject to Section 3(c), the RSUs shall be settled, and the Shares subject to the RSUs
shall be delivered to the Participant, upon the Participant’s retirement or resignation from, or
other event upon which the Participant ceases to be a member of, the Company’s Board of Directors,
but only if such retirement, resignation or other cessation of Board membership is a “separation
from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) (the “Current Delivery Date”). Notwithstanding any provision of the Plan to the contrary,
neither the Company nor the Participant may accelerate or defer the delivery of the Shares, except
as provided in this Agreement.
(c) The Participant may elect to further defer delivery of Shares to a date that is at least
five years after the Current Delivery Date. In addition, the Participant may elect to receive the
Shares in installments, all of which are payable at least five years after the Current Delivery
Date. Any such deferral election or election to receive payments in the form of installments must
be in the form attached as Exhibit A and executed and delivered to the Company in writing more than
one year before the Current Delivery Date, and such deferral election or election to receive
payments in the form of installments shall become irrevocable 30 days after delivery to the
Company.
(d) If the Participant is a “specified employee” within the meaning of Section 409A of the
Code, and if any issuance of Shares hereunder is subject to the rule under Section 409A(a)(2)(B)(i)
of the Code, then such issuance of Shares shall be delayed until the earlier of (i) the date that
is six months and one day after the Participant has a “separation from service” as defined in
Section 409A of the Code or (ii) the death of the Participant.
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 RSUs, or any interest therein, that
are subject to the forfeiture provisions under Section 2 above, except that the Participant may
transfer such RSUs (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 RSUs 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 Section 2 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. Dividend and Other Shareholder Rights.
Except as set forth in the Plan, neither the Participant nor any person claiming under or
through the Participant shall be, or have any rights or privileges of, a stockholder of the Company
in respect of the Shares issuable pursuant to the RSUs granted hereunder until the Shares have been
delivered to the Participant.
6. Provisions of the Plan; Reorganization Event.
(a) This Agreement is subject to the provisions of the Plan, a copy of which is furnished to
the Participant with this Agreement.
(b) 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
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Company’s successor and
shall apply to the cash, securities or other property which the RSUs 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 RSUs 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 RSUs 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.
7. Withholding Taxes; No 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 acknowledges that no election under Section 83(b) of the Code may be filed
with respect to this award.
8. Miscellaneous.
(a) No Rights to Employment. The Participant acknowledges and agrees that the vesting
of the RSUs pursuant to Section 2 hereof is earned only by continuing service as a director of the
Company (not through the act of being elected or appointed as a director or purchasing 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 service as a director or engagement as an employee or consultant for the vesting
period, for any period, or at all.
(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 the RSUs pursuant to
Section 2 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.
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(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
8(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.
(l) Unfunded Rights. The right of the Participant to receive Common Stock pursuant to
this Agreement is an unfunded and unsecured obligation of the Company. The Participant shall have
no rights under this Agreement other than those of an unsecured general creditor of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
| NASHUA CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| [Name of Participant] | ||||||
| Address: | ||||||
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Exhibit A
NOTICE OF DEFERRAL1
Date: 2
Attention: Secretary
Dear Sir or Madam:
I am the holder of ___Restricted Stock Units granted to me under the 2008 Directors’ Plan
of Nashua Corporation on ___, 20___3.
I hereby exercise my election to defer the settlement of my Restricted Stock Units (the
“RSUs”), to (select one below):
| o | one installment on the ___4 anniversary of the Current Delivery Date (as defined in the Restricted Stock Unit Agreement); | ||
| o | three equal annual installments commencing on ___4 anniversary of the Current Delivery Date; | ||
| o | five equal annual installments commencing on ___4 anniversary of the Current Delivery Date. |
Notwithstanding the previous sentence, if the following box is checked this deferral election
shall not apply to settlement made as a result of my death or cessation of Board membership due to
disability, which (if the box is checked) shall instead be made upon the Current Delivery Date.
o
Very truly yours,
(Signature)
| 1 | To be used if the Participant elects to further defer delivery of the Shares pursuant to Section 3(c) of the Restricted Stock Unit Agreement. | |
| 2 | Enter the date of deferral. | |
| 3 | Enter the date of grant. | |
| 4 | Insert at least fifth anniversary or later of the Current Delivery Date. |
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