Form 8-K - Current report

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 6, 2024

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.

Appointment of Mitchell C. Rock as President of UFP Technologies, Inc.

On February 6, 2024, the Board of Directors (the “Board”) of UFP Technologies, Inc. (the “Company”) appointed Mitchell C. Rock to President of the Company, effective immediately. Mr. Rock, 56, initially joined the Company in 1991 and served as Director, Sales and Marketing of the Company’s Moulded Fibre division. From May 1999 through October 2000, Mr. Rock served as Vice President, Sales and Business Development of Esprocket, an internet start up company. Mr. Rock rejoined the Company in April 2001 as Vice President, Sales and Marketing of the Company’s Moulded Fibre division and served as the Company’s Vice President of Sales and Marketing from May 2002 to June 2014. From June 2014 to June 2021, Mr. Rock served as the Company’s Senior Vice President of Sales and Marketing, and from January 1, 2020 to June 2021, Mr. Rock also served as General Manager, Medical. Since June 2021, Mr. Rock has served as President, UFP MedTech.

In connection with Mr. Rock’s promotion, the Compensation Committee of the Board (the “Compensation Committee”) approved an increase in Mr. Rock’s annual base salary to $500,000, effective February 6, 2024, and granted 5,134 stock unit awards to Mr. Rock, as further described below.

There are no arrangements or understandings between Mr. Rock and any other person pursuant to which Mr. Rock was promoted to President of the Company. There are no family relationships between Mr. Rock and any director or executive officer of the Company, and he has no indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Base Salaries

At a meeting on February 6, 2024, 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 named executive officers whose base salary was adjusted by the Compensation Committee.

Name and Title	2024 Base Salary	Effective Date
R. Jeffrey Bailly Chief Executive Officer and Chairman	$705,000	January 1, 2024
Mitchell C. Rock President	$500,000	February 6, 2024
Ronald J. Lataille Senior Vice President, Treasurer and Chief Financial Officer	$460,000	January 1, 2024
Christopher P. Litterio Senior Vice President of Human Resources and Chief Counsel	$370,000	January 1, 2024
Steve Cardin Vice President, COO Medtech	$338,000	January 1, 2024

Stock Unit Awards

Also at its February 6, 2024 meeting, the Compensation Committee approved the grant of stock unit awards to the Company’s named 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	5,175	5,175	5,175
Mitchell Rock President	2,567	1,284	1,283
Ronald J. Lataille Senior Vice President, Treasurer and Chief Financial Officer	2,185	1,093	1,092
Chris Litterio Senior Vice President of Human Resources and Chief Counsel	896	448	447
Steve Cardin Vice President, COO Medtech	584	292	291

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, 2025, one-third shall vest on March 1, 2026 and one-third shall vest on March 1, 2027, 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.

2024 Chief Executive Officer’s Performance Bonus Plan

Also at its February 6, 2024 meeting, the Compensation Committee approved a 2024 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 $705,000 (Mr. Bailly’s annual base salary), with a maximum amount of $1,410,000 (two times Mr. Bailly’s annual base salary). 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.

2024 Named Executive Officer Cash Bonus Plan

Also at its February 6, 2024 meeting, the Compensation Committee approved the corporate financial performance targets and individual performance goals for a 2024 cash bonus plan for Messrs. Rock, Lataille, Litterio, and Cardin. The target amounts of such cash bonuses range from 40% to 55% 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 7.01.

Regulation FD Disclosure.

On February 6, 2024, the Company issued a press release announcing Mitchell Rock’s appointment as President of the Company. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the presentation attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of 2024 CEO Stock Unit Award Agreement.
10.2		Form of 2024 Stock Unit Award Agreement.
99.1		Press Release issued by UFP Technologies, Inc. on February 6, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 8, 2024	UFP TECHNOLOGIES, INC.



	By:	/s/ Ronald J. Lataille
		Ronald J. Lataille, Chief Financial
		Officer and Senior Vice President

Exhibit 10.1

Exhibit A

STOCK UNIT AWARD AGREEMENT

(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)

This Stock Unit Award Agreement is entered into as of the 6^th day of February, 2024 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 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.

Termination of Awardee’s Continuous Status as an Employee.

(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 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.

(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 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;

(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.

		UFP TECHNOLOGIES, INC

	By:
		Ronald J. Lataille
		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.


R. Jeffrey Bailly

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 2024

Performance

Objective

Performance

Cycle

Number of Shares of Common Stock

Vesting Dates: March 1 of:

*/2025

*/2026

*/2027

a. Threshold

Award

none

n/a

b. Target

Performance Award

$xxxxxxx

of Adjusted Operating Income**

Calendar Year

2024

(in addition to (a) above)

c. Exceptional

Performance

Award

$xxxxxxxx

of Adjusted Operating Income**

Calendar Year

2024

***

(in addition to (a) and (b) above)

*Vesting is subject to the Compensation Committee’s determination of satisfaction of any applicable performance target for 2024 (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.

*** Between Adjusted Operating Income of $xxxxxxxx and $xxxxxxx the number of shares of Common Stock issuable under the Exceptional Performance Award (in addition to the shares issuable upon attainment of the Target Performance Award) would range from 0, representing the number of shares issuable upon attainment of $xxxxxxx of Adjusted Operating Income, to the full number of shares otherwise issuable under the Exceptional award, based on straight line interpolation rounded up or down to the nearest whole share (not to exceed $xxxxxxx of Adjusted Operating Income for purposes of this calculation).

Exhibit 10.2

Exhibit B

STOCK UNIT AWARD AGREEMENT

(Granted under the UFP Technologies, Inc. 2003 Incentive Plan)

This Stock Unit Award Agreement is entered into as of the 6^th day of February, 2024 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.

(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.

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.

6. Death of Awardee. Notwithstanding the provisions of Section 4 above, in the event of the death of Awardee:

(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.

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

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;

(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.

17. [Intentionally Omitted]

EXECUTED the day and year first above written.

		UFP TECHNOLOGIES, INC.

	By:
		R. Jeffrey Bailly
		Chief Executive Officer

AWARDEE’S ACCEPTANCE:

SCHEDULE A

The Performance Objective established by the Committee with respect to the Target Performance Award and Exceptional Performance Award is Adjusted Operating Income** for 2024

Performance

Objective

Performance

Cycle

Number of Shares of Common Stock

Vesting Dates: March 1 of:

*/2025

[1/3]

*/2026

[1/3]

*/2027

[1/3]

a. Threshold

Award

[50% of total]

none

n/a

___

b. Target

Performance Award

$xxxxxxx

of Adjusted Operating Income**

Calendar Year

2024

(in addition to (a) above)

c. Exceptional

Performance

Award

$xxxxxxxx

of Adjusted Operating Income**

Calendar Year

2024

***

(in addition to (a) and (b) above)

*** Between Adjusted Operating Income of $xxxxxx and $xxxxxxx the number of shares of Common Stock issuable under the Exceptional Performance Award (in addition to the shares issuable upon attainment of the Target Performance Award) would range from 0, representing the number of shares issuable upon attainment of $xxxxxxx of Adjusted Operating Income, to the full number of shares otherwise issuable under the Exceptional award, based on straight line interpolation rounded up or down to the nearest whole share (not to exceed $xxxxxxx of Adjusted Operating Income for purposes of this calculation).

EXHIBIT 99.1

Mitchell Rock Named President of UFP Technologies

NEWBURYPORT, Mass., Feb. 06, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), an innovative designer and custom manufacturer of components, subassemblies, products, and packaging primarily for the medical market, today announced the appointment of Mitchell Rock as President of the Company. Rock has been serving as President of the Company’s MedTech business. R. Jeffrey Bailly will continue in his capacity as Chairman and Chief Executive Officer.

“Mitch has been an extremely valuable member of our management team for over 25 years, most recently very successfully leading our MedTech group,” said Bailly. “He is hard-working, well-known, and well-respected throughout our industry and within UFP Technologies. He has been a key strategic advisor, with deep insights into our target markets and strong relationships with our key customers and vendor partners. Building on his success with UFP MedTech, Mitch in his new role will also assume strategic and operational leadership of our Advanced Components business.”

UFP is an important link in the medical device supply chain and a valued outsource partner to many of the top medical device manufacturers in the world. The Company’s single-use and single-patient devices and components are used in a wide range of medical devices and packaging for minimally invasive surgery, infection prevention, wound care, wearables, orthopedic soft goods, and orthopedic implants.

Contact: Ron Lataille
978-234-0926, rlataille@ufpt.com

v3.24.0.1

Cover	Feb. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2024
Entity File Number	001-12648
Entity Registrant Name	UFP TECHNOLOGIES, INC.
Entity Central Index Key	0000914156
Entity Tax Identification Number	04-2314970
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Hale Street
Entity Address, City or Town	Newburyport
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01950-3504
City Area Code	(978)
Local Phone Number	352-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	UFPT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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