-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TVJkw2gCpmlSzx6QrzWG/vfFSe2/Ur4Y/tkFju+TYakDkLGT+gYjvBmxbKkuo+Z9 9WOE1xdLICZ4LrilIDIQYg== 0000950135-06-003203.txt : 20060505 0000950135-06-003203.hdr.sgml : 20060505 20060505152613 ACCESSION NUMBER: 0000950135-06-003203 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060504 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060505 DATE AS OF CHANGE: 20060505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASHUA CORP CENTRAL INDEX KEY: 0000069680 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 020170100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05492 FILM NUMBER: 06812800 BUSINESS ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 BUSINESS PHONE: 6038802323 MAIL ADDRESS: STREET 1: SECOND FL STREET 2: 11 TRAFALGAR SQ CITY: NASHUA STATE: NH ZIP: 03063 8-K 1 b60847nce8vk.htm FORM 8-K - NASHUA CORPORATION Form 8-K - Nashua Corporation
 

 
 
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): May 4, 2006
 
NASHUA CORPORATION
(Exact name of registrant as specified in its charter)
 
         
Massachusetts   1-05492   02-0170100
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
11 Trafalgar Square, Suite 201
Nashua, New Hampshire 03063
(Address of principal executive offices and zip code)
(603)880-2323
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
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 (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement
     As previously announced, Thomas G. Brooker became President and Chief Executive Officer of Nashua Corporation, a Massachusetts corporation (the “Company”), on May 4, 2006. Also on May 4, 2006, Mr. Brooker was granted awards for an aggregate of 40,000 shares of restricted stock pursuant to the Company’s 2004 Value Creation Incentive Plan (14,000 shares) and 1996 Stock Incentive Plan (26,000 shares).
     The restricted stock awards will vest and no longer be subject to forfeiture based upon the Company’s common stock achieving certain target prices per share of common stock on the Nasdaq National Market over a 40-consecutive trading day period ending on May 4, 2009. The restricted stock awards will vest as to (1) 33% of the shares if the average price for the 40-day trading period is equal to or greater than $13.00 and less than $14.00, (2) 66% of the shares if the average price for the 40-day trading period is equal to or greater than $14.00 and less than $15.00 and (3) 100% of the shares if the average price for the 40-day trading period is equal to or greater than $15.00. Additionally, if Mr. Brooker’s employment with the Company is terminated by the Company without cause, as defined in the 2004 Value Creation Incentive Plan, during the one-year period before May 4, 2009 and one of the price targets is met as of that date, a portion of the restricted shares will still vest. The portion of the shares that will vest is calculated as the pro-rata portion of the percentage of shares that otherwise would have vested, based on the number of days during the final one-year period that Mr. Brooker was employed by the Company. Any shares that have not vested on or before May 4, 2009 will be forfeited to the Company. Additionally, all shares that have not vested and are still subject to forfeiture will be forfeited to the Company upon the termination of Mr. Brooker’s employment with the Company, other than for cause as described above, or upon death or disability.
     The restricted stock agreements entered into between Mr. Brooker and the Company relating to the restricted stock awards are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and the information set forth therein is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
  (d)   Exhibits
 
      See Exhibit Index attached hereto.

 

 

SIGNATURE
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.
         
    NASHUA CORPORATION
 
        
Date: May 5, 2006
  By:   /s/ John L. Patenaude
 
       
 
      John L. Patenaude
Vice President — Finance, Chief
Financial Officer and Treasurer

 

 

EXHIBIT INDEX
     
Exhibit No.   Description
 
    
10.1
  Restricted Stock Agreement, by and between the Company and Thomas G. Brooker, dated as of May 4, 2006.
 
    
10.2
  Restricted Stock Agreement, by and between the Company and Thomas G. Brooker, dated as of May 4, 2006.

 

EX-10.1 2 b60847ncexv10w1.txt EX-10.1 - RESTRICTED STOCK AGREEMENT Exhibit 10.1 NASHUA CORPORATION Restricted Stock Agreement Granted Under 2004 Value Creation Incentive Plan This Restricted Stock Agreement (this "Agreement") is made this 4th day of May, 2006 (the "Grant Date"), between Nashua Corporation, a Massachusetts corporation (the "Company"), and Thomas G. Brooker (the "Participant"). For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 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 2004 Value Creation Incentive Plan (the "Plan"), 14,000 shares (the "Shares") of common stock, par value $1.00 per share, of the Company ("Common Stock"). The Company shall issue to the Participant one or more certificates in the name of the Participant for that number of Shares issued to the Participant. 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. The Participant agrees to the provisions set forth herein and acknowledges that each such provision is a material condition to the Company's agreement to grant the Shares to the Participant. 2. Forfeiture of Unvested Shares. (a) Notwithstanding any other provision of this Agreement, upon the earlier of (i) the termination of the Participant's employment with the Company for any reason or no reason, with or without cause, or upon death or disability, and (ii) the third anniversary of the Grant Date, all Unvested Shares (as defined below) shall, without further action of any kind by the Company, be forfeited to the Company as of the date of such termination of employment. "Unvested Shares" at any time means the total number of Shares multiplied by the Applicable Percentage at such time. The "Applicable Percentage" shall, at any time, be 100% less the following applicable percentage, if any: (i) 33% if the average of the last reported sales price per share of the Common Stock on the NASDAQ National Market (or other national securities exchange or nationally recognized trading system) for a 40 consecutive trading day period ending on the third anniversary of the Grant Date (the "40-Day Average Closing Price") is equal to or greater than $13.00 and less than $14.00; (ii) 66% if the 40-Day Average Closing Price is equal to or greater than $14.00 and less than $15.00; and (iii) 100% if the 40-Day Average Closing Price is equal to or greater than $15.00; provided, however, that in the event the Participant's employment with the Company is terminated by the Company without "Cause" during the one-year period beginning on the second anniversary of the Grant Date and ending on the third anniversary of the Grant Date, then in the event one of the 40-Day Average Closing Price targets is thereafter met as of the third anniversary of the Grant Date, the Participant's Shares shall vest as to a percentage of such Shares equal to the number of days during such one-year period that the Participant was employed by the Company divided by 365, provided that in no such event shall the number of Shares to so vest exceed the number that would have otherwise vested had the Participant been employed as of such third anniversary of the Grant Date. (b) For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company. (c) For the purposes hereof, "Cause" shall mean (i) the Participant's continued failure to perform his reasonably assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 60 days after written notice for substantial performance is received by the Participant from the Board which identifies the manner in which the Board believes the Participant has not substantially performed the Participant's duties, (ii) the Participant being convicted of a felony, or (iii) the Participant's engagement in illegal conduct or gross misconduct injurious to the Company. 3. Forfeiture Procedures. (a) In the event any Shares are forfeited by the Participant pursuant to Section 2(a) above, the Participant (or the Participant's estate) shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 below, tender to the Company at its principal offices the certificate or certificates representing the Shares so forfeited, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. (b) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to Section 3(a) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. 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 Shares, or any interest therein, that are subject to the forfeiture provisions under Sections 2 and 3 above, except that the Participant may transfer such Shares (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 Shares 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 Sections 2 and 3 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 -2- 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. Escrow. The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary/Clerk of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions. 6. Restrictive Legends. All certificates representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: "The shares of stock represented by this certificate are subject to restrictions on transfer and an option to purchase set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or owner's predecessor in interest), and such Agreement is available for inspection without charge at the office of the Clerk/Secretary of the corporation." 7. Provisions of the Plan. (a) This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement. (b) As provided in the Plan, 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 Company's successor and shall apply to the cash, securities or other property which the Shares 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 Shares 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 Shares 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. -3- 8. Withholding Taxes; 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 has reviewed with the Participant's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that the Participant may elect to be taxed at the time the Shares are acquired rather than when and as the forfeiture provisions provided for herein expire by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF. 9. Miscellaneous. (a) No Rights to Employment. The Participant acknowledges and agrees that the vesting of the Shares under this Agreement is earned only by continuing service as an employee at the will of the Company (not through the act of being hired or being issued 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 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 Shares pursuant to Sections 2 and 3 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. -4- (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. (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 9(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 preparation, negotiation, and 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; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant. -5- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NASHUA CORPORATION By: /s/ John L. Patenaude -------------------------------- Name: John L. Patenaude Title: Chief Financial Officer Address: 11 Trafalgar Square, Second Floor Nashua, NH 03063 PARTICIPANT /s/ Thomas G. Brooker -------------------------------- Thomas G. Brooker Address: 1156 S. Grove Oak Park, IL 60304 -6- Exhibit A NASHUA CORPORATION 11 TRAFALGAR SQUARE, SECOND FLOOR NASHUA, NH 03063 Joint Escrow Instructions _________, [ ] Ms. Suzanne Ansara Secretary Nashua Corporation 11 Trafalgar Square, Second Floor Nashua, NH 03063 Dear Ms. Ansara: As Escrow Agent for Nashua Corporation, a Massachusetts corporation, and its successors in interest under the Restricted Stock Agreement (the "Agreement") of even date herewith, to which a copy of these Joint Escrow Instructions is attached (the "Company"), and the undersigned person ("Holder"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of the Agreement in accordance with the following instructions: 1. Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, "Shares" shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you. 2. Forfeiture. (a) Upon any forfeiture of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying (i) the event of forfeiture, as determined pursuant to the Agreement, (ii) the time for the closing hereunder (the "Closing"), and (iii) the number of Shares being forfeited pursuant to the terms of the Agreement. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Joint Escrow Instructions _________, __ 2006 Page 2 of 4 Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company. 3. Withdrawal. The Holder shall have the right to withdraw from this escrow any Shares as to which the forfeiture provisions of Sections 2 and 3 of the Agreement have terminated or expired. 4. Duties of Escrow Agent. (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. (b) You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. (c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or Company, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or Company by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (d) You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. (e) You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel. (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you resign by written notice to each party. In the event of a termination under clause (i), your successor as Clerk/Secretary shall become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor Escrow Agent hereunder. Joint Escrow Instructions _________, __ 2006 Page 3 of 4 (g) If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (h) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. (i) These Joint Escrow Instructions set forth your sole duties with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow Instructions against you. (j) The Company shall indemnify you and hold you harmless against any and all damages, losses, liabilities, costs, and expenses, including attorneys' fees and disbursements, for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties hereunder, except such as shall result from your gross negligence or willful misconduct. 5. Notice. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days' advance written notice to each of the other parties hereto. COMPANY: Notices to the Company shall be sent to the address set forth in the salutation hereto, Attn: President HOLDER: Notices to Holder shall be sent to the address set forth below Holder's signature below. ESCROW AGENT: Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto. 6. Miscellaneous. (a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions, and you do not become a party to the Agreement. Joint Escrow Instructions _________, __ 2006 Page 4 of 4 (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Very truly yours, NASHUA CORPORATION By: _______________________________ Name: Title: HOLDER: ----------------------------------- (Signature) ----------------------------------- Print Name Address: ------------------------- ------------------------- ------------------------- Date Signed: _____________________ ESCROW AGENT: - ------------------------------- Suzanne Ansara Secretary Exhibit B (STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE) FOR VALUE RECEIVED, I hereby sell, assign and transfer unto _____________________ (_________) shares of Common Stock, par value $1.00 per share, of Nashua Corporation (the "Corporation") standing in my name on the books of the Corporation represented by Certificate(s) Number __________ herewith, and do hereby irrevocably constitute and appoint ______________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: ____________________ ----------------------------------- Name Dated: ____________________ IN PRESENCE OF: ------------------------------------ EX-10.2 3 b60847ncexv10w2.txt EX-10.2 - RESTRICTED STOCK AGREEMENT Exhibit 10.2 NASHUA CORPORATION Restricted Stock Agreement Granted Under 1996 Stock Incentive Plan This Restricted Stock Agreement (this "Agreement") is made this 4th day of May, 2006 (the "Grant Date"), between Nashua Corporation, a Massachusetts corporation (the "Company"), and Thomas G. Brooker (the "Participant"). For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 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 1996 Stock Incentive Plan (the "Plan"), 26,000 shares (the "Shares") of common stock, par value $1.00 per share, of the Company ("Common Stock"). The Company shall issue to the Participant one or more certificates in the name of the Participant for that number of Shares issued to the Participant. 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. The Participant agrees to the provisions set forth herein and acknowledges that each such provision is a material condition to the Company's agreement to grant the Shares to the Participant. 2. Forfeiture of Unvested Shares. (a) Notwithstanding any other provision of this Agreement, upon the earlier of (i) the termination of the Participant's employment with the Company for any reason or no reason, with or without cause, or upon death or disability, and (ii) the third anniversary of the Grant Date, all Unvested Shares (as defined below) shall, without further action of any kind by the Company, be forfeited to the Company as of the date of such termination of employment. "Unvested Shares" at any time means the total number of Shares multiplied by the Applicable Percentage at such time. The "Applicable Percentage" shall, at any time, be 100% less the following applicable percentage, if any: (i) 33% if the average of the last reported sales price per share of the Common Stock on the NASDAQ National Market (or other national securities exchange or nationally recognized trading system) for a 40 consecutive trading day period ending on the third anniversary of the Grant Date (the "40-Day Average Closing Price") is equal to or greater than $13.00 and less than $14.00; (ii) 66% if the 40-Day Average Closing Price is equal to or greater than $14.00 and less than $15.00; and (iii) 100% if the 40-Day Average Closing Price is equal to or greater than $15.00; provided, however, that in the event the Participant's employment with the Company is terminated by the Company without "Cause" during the one-year period beginning on the second anniversary of the Grant Date and ending on the third anniversary of the Grant Date, then in the event one of the 40-Day Average Closing Price targets is thereafter met as of the third anniversary of the Grant Date, the Participant's Shares shall vest as to a percentage of such Shares equal to the number of days during such one-year period that the Participant was employed by the Company divided by 365, provided that in no such event shall the number of Shares to so vest exceed the number that would have otherwise vested had the Participant been employed as of such third anniversary of the Grant Date. (b) For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company. (c) For the purposes hereof, "Cause" shall mean (i) the Participant's continued failure to perform his reasonably assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 60 days after written notice for substantial performance is received by the Participant from the Board which identifies the manner in which the Board believes the Participant has not substantially performed the Participant's duties, (ii) the Participant being convicted of a felony, or (iii) the Participant's engagement in illegal conduct or gross misconduct injurious to the Company. 3. Forfeiture Procedures. (a) In the event any Shares are forfeited by the Participant pursuant to Section 2(a) above, the Participant (or the Participant's estate) shall, pursuant to the provisions of the Joint Escrow Instructions referred to in Section 5 below, tender to the Company at its principal offices the certificate or certificates representing the Shares so forfeited, duly endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Shares to the Company. (b) After the time at which any Shares are required to be delivered to the Company for transfer to the Company pursuant to Section 3(a) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares. 4. Restrictions on Transfer. The Participant shall not sell, assign, transfer, pledge or otherwise encumber, either voluntarily or by operation of law, except by will, or the laws of descent and distribution, (collectively "transfer") any Shares, or any interest therein, that are subject to the forfeiture provisions under Sections 2 and 3 above. -2- 5. Escrow. The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary/Clerk of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions. 6. Restrictive Legends. All certificates representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: "The shares of stock represented by this certificate are subject to restrictions on transfer and an option to purchase set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or owner's predecessor in interest), and such Agreement is available for inspection without charge at the office of the Clerk/Secretary of the corporation." 7. Provisions of the Plan. (a) This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement. (b) As provided in the Plan, in the event of a Change in Control (as defined in the Plan), the repurchase and other rights of the Company applicable to the Shares shall lapse. 8. Withholding Taxes; 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 has reviewed with the Participant's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands that the Participant may elect to be taxed at the time the Shares are acquired rather than when and as the forfeiture provisions provided for herein -3- expire by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase. SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF. 9. Miscellaneous. (a) No Rights to Employment. The Participant acknowledges and agrees that the vesting of the Shares under this Agreement is earned only by continuing service as an employee at the will of the Company (not through the act of being hired or being issued 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 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 Shares pursuant to Sections 2 and 3 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. (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 9(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. -4- (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 preparation, negotiation, and 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; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NASHUA CORPORATION By: /s/ John L. Patenaude ------------------------------------ Name: John L. Patenaude Title: Chief Financial Officer Address: 11 Trafalgar Square, Second Floor Nashua, NH 03063 PARTICIPANT /s/ Thomas G. Brooker ------------------------------------------ Thomas G. Brooker Address: 1156 S. Grove Oak Park, IL 60304 -5- Exhibit A NASHUA CORPORATION 11 TRAFALGAR SQUARE, SECOND FLOOR NASHUA, NH 03063 Joint Escrow Instructions _________, [ ] Ms. Suzanne Ansara Secretary Nashua Corporation 11 Trafalgar Square, Second Floor Nashua, NH 03063 Dear Ms. Ansara: As Escrow Agent for Nashua Corporation, a Massachusetts corporation, and its successors in interest under the Restricted Stock Agreement (the "Agreement") of even date herewith, to which a copy of these Joint Escrow Instructions is attached (the "Company"), and the undersigned person ("Holder"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of the Agreement in accordance with the following instructions: 1. Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, "Shares" shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you. 2. Forfeiture. (a) Upon any forfeiture of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying (i) the event of forfeiture, as determined pursuant to the Agreement, (ii) the time for the closing hereunder (the "Closing"), and (iii) the number of Shares being forfeited pursuant to the terms of the Agreement. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Joint Escrow Instructions _________, __ 2006 Page 2 of 4 Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company. 3. Withdrawal. The Holder shall have the right to withdraw from this escrow any Shares as to which the forfeiture provisions of Sections 2 and 3 of the Agreement have terminated or expired. 4. Duties of Escrow Agent. (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto. (b) You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. (c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or Company, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or Company by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (d) You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. (e) You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel. (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you resign by written notice to each party. In the event of a termination under clause (i), your successor as Clerk/Secretary shall become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor Escrow Agent hereunder. Joint Escrow Instructions _________, __ 2006 Page 3 of 4 (g) If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. (h) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. (i) These Joint Escrow Instructions set forth your sole duties with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow Instructions against you. (j) The Company shall indemnify you and hold you harmless against any and all damages, losses, liabilities, costs, and expenses, including attorneys' fees and disbursements, for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties hereunder, except such as shall result from your gross negligence or willful misconduct. 5. Notice. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days' advance written notice to each of the other parties hereto. COMPANY: Notices to the Company shall be sent to the address set forth in the salutation hereto, Attn: President HOLDER: Notices to Holder shall be sent to the address set forth below Holder's signature below. ESCROW AGENT: Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto. 6. Miscellaneous. (a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions, and you do not become a party to the Agreement. Joint Escrow Instructions _________, __ 2006 Page 4 of 4 (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Very truly yours, NASHUA CORPORATION By: ___________________________________ Name: Title: HOLDER: --------------------------------------- (Signature) --------------------------------------- Print Name Address: ----------------------------- ----------------------------- ----------------------------- Date Signed: __________________________ ESCROW AGENT: - ------------------------------- Suzanne Ansara Secretary Exhibit B (STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE) FOR VALUE RECEIVED, I hereby sell, assign and transfer unto _____________________ (_________) shares of Common Stock, par value $1.00 per share, of Nashua Corporation (the "Corporation") standing in my name on the books of the Corporation represented by Certificate(s) Number __________ herewith, and do hereby irrevocably constitute and appoint ______________________ attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises. Dated: ____________________ ____________________________________ Name Dated: ____________________ IN PRESENCE OF: ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----