UFP TECHNOLOGIES INC

EX-99.1 · ufpt-20260608x8kxexx991.htm

EX-99.1
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 ufpt-20260608x8kxexx991.htm
 EX-99.1

 Exhibit 99.1

 FOR IMMEDIATE RELEASE

 UFP Technologies Names Ryan Stafford General Counsel and Senior Vice President of Human Resources
 Seasoned Legal Executive Brings Nearly Two Decades of Public Company and M&A Leadership to Newburyport-Based Medical Device CDMO

 NEWBURYPORT, Mass., June 4, 2026 — UFP Technologies, Inc. (Nasdaq: UFPT), a contract development and manufacturing organization specializing in single-use and single-patient medical devices, today announced the appointment of Ryan Stafford as General Counsel and Senior Vice President of Human Resources, effective June 4, 2026. Stafford succeeds Chris Litterio, who is retiring after having played a pivotal role in the company’s growth.
 Stafford brings nearly three decades of experience as a senior legal and human resources leader at high-growth, publicly traded companies, leading Legal and Human Resources and overseeing M&A as well as helping guide corporate growth through both acquisition execution and organizational development. All of these capabilities are directly aligned with UFP Technologies’ continued growth strategy.
 Most recently, Stafford served as Executive Vice President, Chief Legal Officer, Corporate Secretary, and head of Mergers & Acquisitions at Littelfuse, Inc. (Nasdaq: LFUS), a global manufacturer of electrical protection components. He joined Littelfuse in 2007 as General Counsel and Vice President of Human Resources, later advancing to Senior Vice President and Chief Legal and Human Resources from 2014 to 2021. In 2021, he was named Executive Vice President, Mergers & Acquisitions and Chief Legal Officer, where he led the company’s acquisition strategy.
 Prior to Littelfuse, Stafford held senior legal and operational roles at Tyco International Ltd., including Vice President & General Counsel for Tyco Engineered Products & Services and Vice President of China Operations for the segment. He began his legal career as an associate at Sulloway & Hollis, a New Hampshire law firm.
 “We are thrilled to welcome Ryan Stafford to UFP Technologies,” said Mitch Rock, Chief Executive Officer of UFP Technologies. “Ryan brings exceptional depth of experience supporting growth-oriented public companies and a proven ability to lead acquisitions. His strategic perspective, legal expertise, and track record of building high-performing teams will be invaluable as we continue to scale the business.
 “I am excited to join UFP Technologies at such a dynamic moment in its evolution,” said Stafford. “The company has built an outstanding reputation as a trusted partner to leading medical device manufacturers, and I look forward to supporting its continued through strategic acquisitions and by strengthening the organization to scale with that growth.”
 Stafford earned a Bachelor of Arts in History and German from Bowdoin College and a Juris Doctor from the University of Maine School of Law.

 About UFP Technologies, Inc.
 UFP Technologies is a trusted contract development and manufacturing organization specializing in comprehensive solutions for medical devices, sterile packaging and other highly engineered custom products. The company’s single-use and single-patient devices and components are used across a wide range of medical products in segments including robotic assisted surgery, patient beds, infection control, cardiovascular, orthopedics and spine and wound care. For more information, visit ufpt.com .

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

EX-10.1 · ufpt-20260608x8kxexx101.htm

EX-10.1
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 ufpt-20260608x8kxexx101.htm
 EX-10.1

 Exhibit 10.1

 CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

 May 1, 2026
 Ryan Stafford
 [**]

 Dear Ryan,
 I am pleased to extend this offer of employment to you, and I am excited about you joining our team at UFP Technologies. Please take a moment to read this letter and the attached materials. If you have any questions, please feel free to contact me directly.

 Your position will be General Counsel, Secretary & SVP Human Resources reporting to me. Your anticipated start date is Monday, June 1, 2026, pending the completion and review of the items below. The pre-employment background screen and reference checks will not be performed until you have signed and returned this letter.
 Base Salary:     $400,000 per year, which equates to approximately $7,692.30 per week. You will be paid as a New Hampshire resident working primarily in New Hampshire. You will be responsible for payment of taxes to Massachusetts or any other state as required by law.

 Bonus:    You will be eligible for an annual bonus with a target of 50% of your base salary.
 Your 2026 bonus will be pro-rated and paid in March of 2027. Payment will be based upon the Company’s achievement of financial performance, your individual goal achievement and subject to approval by the Compensation Committee of the Board of Directors.

 Equity:    You will be eligible to receive annual restricted stock unit (RSU) awards commensurate with your position. All awards are subject to annual approval (typically in March) by the Compensation Committee of the Board of Directors. If approved by the Compensation Committee, subject to 3-year vesting periods described below , your level would receive $650,000 worth of RSU’s broken out as follows:

 • $325,000 worth of RSUs would be subject to an equal three-year, time-based vesting schedule beginning the year after the award.
 • An additional $325,000 worth of PSUs would be subject to three-year performance metrics tied to Return on Invested Capital and cumulative Operating Income established by the Compensation Committee for the executive team. The total earned PSUs will vest 100% at the end of the three year period.
 • For 2026, subject to Compensation Committee approval, you will be awarded RSUs and PSUs at the above levels based on the metrics and vesting schedule approved for the executive team by the Compensation Committee at its February 10, 2026, meeting.

 Paid Time Off:    You will be eligible to accrue three weeks (120 hours/year) of paid time off (PTO).
 After fulfilling the applicable waiting periods, you will be eligible for UFP’s full benefits package, which includes medical, dental, vision, life, and disability insurance, a pre-tax flexible spending plan, and a 401(k) plan with a Safe Harbor match. Please refer to the attached Benefits Overview for details.
 100 Hale Street, Newburyport MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

 UFP Technologies (2 of 2)

 This offer of employment, along with your continued employment, is contingent upon the following:
 • Pre-Employment Drug Screen :
 Prior to your start date, you must pass a pre-employment drug screen. After acceptance of this offer, you will receive an email from our team to schedule your test.

 • Pre-Employment Background Screen:
 Successful completion of a background screen that will be performed by a third-party vendor to determine employment eligibility. Once we receive your signed offer letter, we will send you a link to Checkr. On their website you complete the background authorization digitally and upload any necessary documents directly through their platform. You’ll also be able to log into their candidate portal to monitor the progress of your screening.

 • Background credit review report : ADP will conduct a credit review.

 • Professional References:
 Please provide at least three professional references – name, title, best phone number.

 • Confidentiality / Non-Compete Agreement:
 You will be required to sign a Confidentiality / Non-Compete Agreement. A copy is enclosed for your review. Please sign and submit to Flo Sanchez at flsanchez@ufpt.com at least seven days prior to your start date.

 • Verification of your eligibility to work in the US:
 This entails completion of Form I-9 (Employment Eligibility Verification) and providing documentation establishing your identity and eligibility to work in the United States. A list of acceptable forms of documentation is attached. You may also visit www.uscis.gov to obtain information on the I-9 form. Documents will be requested on the first day of employment.
 A New Hire Orientation will be scheduled with our Human Resources Department, during your first week.
 Employment with UFP Technologies is at-will; either party may terminate the employment relationship at any time with or without cause or notice.
 I ask that you timely indicate your acceptance of this offer by signing a copy of this letter in the space provided below and returning it to my attention, along with the completed background credit check authorization form, so that our background screen and reference checks do not delay for your start date.

 We are all very excited to have you join the team at UFP Technologies! Sincerely,
 Mitch Rock

 Mitch Rock AGREED TO AND ACCEPTED BY:
 President
 [**] Ryan Stafford
 [**]

 [Signature]

 [Date]

 100 Hale Street, Newburyport MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

 Encl: Background Check Authorization Benefits Overview
 Confidentiality / Non-Compete Agreement Form I-9 List of Acceptable Documents

 100 Hale Street, Newburyport MA 01950 USA | tel. 978-352-2200 | www.ufpt.com

EX-10.2 · ufpt-20260608xxexx102xufpx.htm

EX-10.2
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 ufpt-20260608xxexx102xufpx.htm
 EX-10.2

 Exhibit 10.2

 STOCK UNIT AWARD AGREEMENT

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

 This Stock Unit Award Agreement is entered into as of the 4 th day of June, 2026 by and between UFP Technologies, Inc. (hereinafter the “Company”) and Mitchell C. Rock (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 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; Vesting .

      (a)    The Company hereby awards to the Awardee hereto upon the terms and subject to the conditions hereinafter contained 2,895 SUAs. Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed throughout the vesting periods set out below, the SUAs shall vest and be converted into an equivalent number of shares of Common Stock that will be distributed to the Awardee as follows; provided that fractional SUAs shall be converted into shares of Common Stock as set out in Section 8 of this Award Agreement:

 Vesting Date
  
 Percentage
 of SUAs

 March 1, 2027
  
 33 1/3 %

 March 1, 2028
  
 33 1/3 %

 March 1, 2029
 33 1/3 %

     (b)    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 above.

 2.     Change in Control .    Notwithstanding the vesting schedule set forth in Section 1(a) above: if there is a Change in Control of the Company (as defined in the Plan) 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 the provisions of Section 21 of this Award Agreement, any SUA’s which are not already vested shall become vested in full as of the effective date of such Change in Control.

 3.     Termination .    Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SUAs issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.

 4.     Termination of Awardee’s Continuous Status as an Employee .   Except as otherwise specified in Section 5 and 6 below, in the event of termination of Awardee’s Continuous Status as an employee of the Company, Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate. For purposes of this Award Agreement, an Awardee’s Continuous Status as an employee shall mean the absence of any interruption or termination of service as an employee. Continuous Status as an employee shall not be considered interrupted in the case of sick leave or leave of absence for which Continuous Status is not considered interrupted as determined by the Company in its sole discretion.

 5.     Disability of Awardee .   Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”), the SUAs which would have vested during the twelve (12) months following the date of such termination, set forth in Section 1(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 Section 1(a) above 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
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 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
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 promptly upon the vesting of SUAs. No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner of the shares of Common Stock, except as provided in Section 8 of the Plan.
     
 (e)    By accepting the Award of SUAs evidenced by this Award Agreement, Awardee agrees not to sell any of the shares of Common Stock received on account of vested SUAs at a time when applicable laws or Company policies prohibit a sale. This restriction shall apply so long as Awardee is an employee, consultant or outside director of the Company or a subsidiary of the Company.

 (f)    Adjustments and other matters relating to stock dividends, stock splits, recapitalizations, reorganizations, Corporate Events and the like shall be made and determined in accordance with Section 6 of the Plan, as in effect on the date of this Agreement.
  
 9.     Non-Transferability of SUAs .   Awardee’s right in the SUAs awarded under this Award Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, prior to the distribution of the shares of Common Stock in respect of such SUAs. SUAs shall not be subject to execution, attachment or other process.
  
 10.     Acknowledgment of Nature of Plan and SUAs .   In accepting the Award, Awardee acknowledges that:

 (a)     the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

 (b)     the Award of SUAs is voluntary and occasional and does not create any contractual or other right to receive future awards of SUAs, or benefits in lieu of SUAs even if SUAs have been awarded repeatedly in the past;

 (c)     all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

 (d)    Awardee’s participation in the Plan is voluntary;
  
 (e)    the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

 (f)    if Awardee receives shares of Common Stock, the value of such shares of Common Stock acquired on vesting of SUAs may increase or decrease in value;

 (g)    notwithstanding any terms or conditions of the Plan to the contrary and consistent with Section 4 and Section 7 above, in the event of involuntary termination of Awardee’s employment (whether or not in breach of applicable laws), Awardee’s right to receive
 4

 SUAs and vest under the Plan, if any, will terminate effective as of the date that Awardee is no longer actively employed and will not be extended by any notice period mandated under applicable law; furthermore, in the event of involuntary termination of employment (whether or not in breach of applicable laws), Awardee’s right to receive shares of Common Stock pursuant to the SUAs after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under applicable law. The Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the award of SUAs; and

 (h)    Awardee acknowledges and agrees that, regardless of whether Awardee is terminated with or without cause, notice or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, Awardee has no right to, and will not bring any legal claim or action for, (a) any damages for any portion of the SUAs that have been vested and converted into Common Shares, or (b) termination of any unvested SUAs under this Award Agreement.

 11.     No Employment Right .   Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without cause or notice or any kind of pre- or post-termination warning, discipline or procedure.
  
 12.     Administration .   The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2 of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and binding on all parties.
  
 13.      Plan Governs .   Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.
  
 14.     Notices .   Any written notices provided for in this Award Agreement which are sent by mail shall be deemed received three business days after mailing, but not later than the date of actual receipt. Notices shall be directed, if to Awardee, at the Awardee’s address
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 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
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 Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

 EXECUTED the day and year first above written.

 UFP TECHNOLOGIES, INC.

 By:

 R. Jeffrey Bailly

 Executive Chairman

 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.

 Mitchell C. Rock

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EX-10.3 · ufpt-20260608xxexx103xufpx.htm

EX-10.3
 4
 ufpt-20260608xxexx103xufpx.htm
 EX-10.3

 Exhibit 10.3

 STOCK UNIT AWARD AGREEMENT

 (Granted under the UFP Technologies, Inc. 2003 Incentive Plan)
   
 This Stock Unit Award Agreement is entered into as of the 4 th day of June, 2026 by and between UFP Technologies, Inc. (hereinafter the “Company”) and Ryan Stafford (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 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; Vesting .  

      (a)    The Company hereby awards to the Awardee hereto upon the terms and subject to the conditions hereinafter contained 1,448 SUAs. Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed throughout the vesting periods set out below, the SUAs shall vest and be converted into an equivalent number of shares of Common Stock that will be distributed to the Awardee as follows; provided that fractional SUAs shall be converted into shares of Common Stock as set out in Section 8 of this Award Agreement:
  

 Vesting Date
  
 Percentage
 of SUAs

 March 1, 2027
  
 33 1/3 %

 March 1, 2028
  
 33 1/3 %

 March 1, 2029
 33 1/3 %

     (b)    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 above.

 2.      Change in Control .       Notwithstanding the vesting schedule set forth in Section 1(a) above: if there is a Change in Control of the Company (as defined in the Plan) 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 the provisions of Section 21 of this Award Agreement, any SUA’s which are not already vested shall become vested in full as of the effective date of such Change in Control.

 3.      Termination .   Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SUAs issued under this Award Agreement shall terminate at the time such SUAs are converted into shares of Common Stock.
  

 4.     Termination of Awardee’s Continuous Status as an Employee .   Except as otherwise specified in Section 5 and 6 below, in the event of termination of Awardee’s Continuous Status as an employee of the Company, Awardee’s rights under this Award Agreement in any unvested SUAs shall terminate. For purposes of this Award Agreement, an Awardee’s Continuous Status as an employee shall mean the absence of any interruption or termination of service as an employee. Continuous Status as an employee shall not be considered interrupted in the case of sick leave or leave of absence for which Continuous Status is not considered interrupted as determined by the Company in its sole discretion.
  
 5.      Disability of Awardee .   Notwithstanding the provisions of Section 4 above, in the event of termination of Awardee’s Continuous Status as an employee as a result of disability (within the meaning of Section 409A of the Internal Revenue Code, and hereinafter referred to as “Disability”), the SUAs which would have vested during the twelve (12) months following the date of such termination, set forth in Section 1(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 Section 1(a) above 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
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 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
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 promptly upon the vesting of SUAs. No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner of the shares of Common Stock, except as provided in Section 8 of the Plan.
     
 (e)     By accepting the Award of SUAs evidenced by this Award Agreement, Awardee agrees not to sell any of the shares of Common Stock received on account of vested SUAs at a time when applicable laws or Company policies prohibit a sale. This restriction shall apply so long as Awardee is an employee, consultant or outside director of the Company or a subsidiary of the Company.

 (f)     Adjustments and other matters relating to stock dividends, stock splits, recapitalizations, reorganizations, Corporate Events and the like shall be made and determined in accordance with Section 6 of the Plan, as in effect on the date of this Agreement.
  
 9.      Non-Transferability of SUAs .   Awardee’s right in the SUAs awarded under this Award Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, prior to the distribution of the shares of Common Stock in respect of such SUAs. SUAs shall not be subject to execution, attachment or other process.
  
 10.      Acknowledgment of Nature of Plan and SUAs .   In accepting the Award, Awardee acknowledges that:

 (a)     the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

 (b)     the Award of SUAs is voluntary and occasional and does not create any contractual or other right to receive future awards of SUAs, or benefits in lieu of SUAs even if SUAs have been awarded repeatedly in the past;

 (c)     all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

 (d)     Awardee’s participation in the Plan is voluntary;
  
 (e)     the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

 (f)    if Awardee receives shares of Common Stock, the value of such shares of Common Stock acquired on vesting of SUAs may increase or decrease in value;

 (g)     notwithstanding any terms or conditions of the Plan to the contrary and consistent with Section 4 and Section 7 above, in the event of involuntary termination of Awardee’s employment (whether or not in breach of applicable laws), Awardee’s right to receive
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 SUAs and vest under the Plan, if any, will terminate effective as of the date that Awardee is no longer actively employed and will not be extended by any notice period mandated under applicable law; furthermore, in the event of involuntary termination of employment (whether or not in breach of applicable laws), Awardee’s right to receive shares of Common Stock pursuant to the SUAs after termination of employment, if any, will be measured by the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under applicable law. The Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the award of SUAs; and

 (h)    Awardee acknowledges and agrees that, regardless of whether Awardee is terminated with or without cause, notice or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, Awardee has no right to, and will not bring any legal claim or action for, (a) any damages for any portion of the SUAs that have been vested and converted into Common Shares, or (b) termination of any unvested SUAs under this Award Agreement.

 11.      No Employment Right .   Awardee acknowledges that neither the fact of this Award of SUAs nor any provision of this Award Agreement or the Plan or the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SUAs makes Awardee’s employment with the Company for any minimum or fixed period, and that such employment is subject to the mutual consent of Awardee and the Company, and subject to any written employment agreement that may be in effect from time to time between the Company and the Awardee, may be terminated by either Awardee or the Company at any time, for any reason or no reason, with or without cause or notice or any kind of pre- or post-termination warning, discipline or procedure.
  
 12.      Administration .   The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2 of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and binding on all parties.
  
 13.      Plan Governs .   Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.
  
 14.     Notices .   Any written notices provided for in this Award Agreement which are sent by mail shall be deemed received three business days after mailing, but not later than the date of actual receipt. Notices shall be directed, if to Awardee, at the Awardee’s address
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 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
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 Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), the Company determines that the Awardee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Awardee’s separation from service, or (B) the Awardee’s death. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

 EXECUTED the day and year first above written.

 UFP TECHNOLOGIES, INC.

 By:

 Mitchell C. Rock

 Chief Executive Officer

 AWARDEE’S ACCEPTANCE:

 I have read and fully understood this Award Agreement and, as referenced in Section 16 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it.

 Ryan Stafford

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