0000902664-12-001324 Sample Contracts

MOD-PAC CORP.
Director Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes

AGREEMENT, made and entered into as of the Agreement Date stated above, by and between MOD-PAC CORP., a New York corporation (“Optionor”), and the Optionee named above, a director of the Optionor;

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MOD-PAC CORP NON-QUALIFIED STOCK OPTION AGREEMENT (2002 STOCK OPTION PLAN)
Non-Qualified Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes

Optionor or Company: MOD-PAC CORP Optionee: Kevin Keane Shares Optioned: Common Stock Number of Shares Optioned: 18,750 Date of Grant: February 20, 2004 Agreement Date: February 20, 2004 Expiration Date: February 20, 2014 Option Price Per Share: $8.44

MOD-PAC CORP INCENTIVE STOCK OPTION AGREEMENT (2001 STOCK OPTION PLAN)
Incentive Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes

Optionor or Company: MOD-PAC CORP Optionee: Daniel G. Keane Shares Optioned: Common Stock Number of Shares Optioned: 31,921 Date of Grant: January 24, 2003 Agreement Date: January 24, 2003 Expiration Date: January 24, 2013 Option Price Per Share: $5.392

MOD-PAC CORP. STOCK OPTION AGREEMENT (2002 STOCK OPTION PLAN)
Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes

Optionor or Company: Optionee: Shares Optioned: Number of Shares Optioned: Date of Grant: Agreement Date: Expiration Date: Option Price Per Share: Option Vesting Schedule -

MOD-PAC CORP. STOCK OPTION AGREEMENT (2002 STOCK OPTION PLAN)
Stock Option Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes

Optionor or Company: MOD-PAC CORP. Optionee: Kevin T. Keane Shares Optioned: Common Stock Number of Shares Optioned: 14,000 Non-Qualified Stock Options Date of Grant: January 6, 2005 Agreement Date: January 6, 2005 Expiration Date: January 6, 2015 Option Price Per Share: $12.80

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
Joint Filing Agreement • October 26th, 2012 • Mod Pac Corp • Paperboard containers & boxes

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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