NASHUA CORPORATION



                           Restricted Stock Agreement

                                  Granted Under

                            1996 Stock Incentive Plan



         This Restricted Stock Agreement (this "Agreement") is made this 4th day

of May, 2006 (the "Grant Date"), between Nashua Corporation, a Massachusetts

corporation (the "Company"), and Thomas G. Brooker (the "Participant").



         For valuable consideration, receipt of which is acknowledged, the

parties hereto agree as follows:



         1. Grant and Issuance of Shares.



         The Company shall issue to the Participant, and the Participant shall

acquire and accept from the Company, subject to the terms and conditions set

forth in this Agreement and in the Company's 1996 Stock Incentive Plan (the

"Plan"), 26,000 shares (the "Shares") of common stock, par value $1.00 per

share, of the Company ("Common Stock"). The Company shall issue to the

Participant one or more certificates in the name of the Participant for that

number of Shares issued to the Participant. The Participant agrees that the

Shares shall be subject to (without limitation) the forfeiture provisions set

forth in Section 2 of this Agreement and the restrictions on transfer set forth

in Section 4 of this Agreement. The Participant agrees to the provisions set

forth herein and acknowledges that each such provision is a material condition

to the Company's agreement to grant the Shares to the Participant.



         2. Forfeiture of Unvested Shares.



                  (a) Notwithstanding any other provision of this Agreement,

upon the earlier of (i) the termination of the Participant's employment with the

Company for any reason or no reason, with or without cause, or upon death or

disability, and (ii) the third anniversary of the Grant Date, all Unvested

Shares (as defined below) shall, without further action of any kind by the

Company, be forfeited to the Company as of the date of such termination of

employment.



         "Unvested Shares" at any time means the total number of Shares

multiplied by the Applicable Percentage at such time. The "Applicable

Percentage" shall, at any time, be 100% less the following applicable

percentage, if any:



         (i) 33% if the average of the last reported sales price per share of

the Common Stock on the NASDAQ National Market (or other national securities

exchange or nationally recognized trading system) for a 40 consecutive trading

day period ending on the third anniversary of the Grant Date (the "40-Day

Average Closing Price") is equal to or greater than $13.00 and less than $14.00;



         (ii) 66% if the 40-Day Average Closing Price is equal to or greater

than $14.00 and less than $15.00; and



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         (iii) 100% if the 40-Day Average Closing Price is equal to or greater

than $15.00;



provided, however, that in the event the Participant's employment with the

Company is terminated by the Company without "Cause" during the one-year period

beginning on the second anniversary of the Grant Date and ending on the third

anniversary of the Grant Date, then in the event one of the 40-Day Average

Closing Price targets is thereafter met as of the third anniversary of the Grant

Date, the Participant's Shares shall vest as to a percentage of such Shares

equal to the number of days during such one-year period that the Participant was

employed by the Company divided by 365, provided that in no such event shall the

number of Shares to so vest exceed the number that would have otherwise vested

had the Participant been employed as of such third anniversary of the Grant

Date.



                  (b) For purposes of this Agreement, employment with the

Company shall include employment with a parent or subsidiary of the Company.



                  (c) For the purposes hereof, "Cause" shall mean (i) the

Participant's continued failure to perform his reasonably assigned duties (other

than any such failure resulting from incapacity due to physical or mental

illness), which failure is not cured within 60 days after written notice for

substantial performance is received by the Participant from the Board which

identifies the manner in which the Board believes the Participant has not

substantially performed the Participant's duties, (ii) the Participant being

convicted of a felony, or (iii) the Participant's engagement in illegal conduct

or gross misconduct injurious to the Company.



         3. Forfeiture Procedures.



                  (a) In the event any Shares are forfeited by the Participant

pursuant to Section 2(a) above, the Participant (or the Participant's estate)

shall, pursuant to the provisions of the Joint Escrow Instructions referred to

in Section 5 below, tender to the Company at its principal offices the

certificate or certificates representing the Shares so forfeited, duly endorsed

in blank or with duly endorsed stock powers attached thereto, all in form

suitable for the transfer of such Shares to the Company.



                  (b) After the time at which any Shares are required to be

delivered to the Company for transfer to the Company pursuant to Section 3(a)

above, the Company shall not pay any dividend to the Participant on account of

such Shares or permit the Participant to exercise any of the privileges or

rights of a stockholder with respect to such Shares, but shall, in so far as

permitted by law, treat the Company as the owner of such Shares.



         4. Restrictions on Transfer. The Participant shall not sell, assign,

transfer, pledge or otherwise encumber, either voluntarily or by operation of

law, except by will, or the laws of descent and distribution, (collectively

"transfer") any Shares, or any interest therein, that are subject to the

forfeiture provisions under Sections 2 and 3 above.



                                      -2-



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         5. Escrow.



         The Participant shall, upon the execution of this Agreement, execute

Joint Escrow Instructions in the form attached to this Agreement as Exhibit A.

The Joint Escrow Instructions shall be delivered to the Secretary/Clerk of the

Company, as escrow agent thereunder. The Participant shall deliver to such

escrow agent a stock assignment duly endorsed in blank, in the form attached to

this Agreement as Exhibit B, and hereby instructs the Company to deliver to such

escrow agent, on behalf of the Participant, the certificate(s) evidencing the

Shares issued hereunder. Such materials shall be held by such escrow agent

pursuant to the terms of such Joint Escrow Instructions.



         6. Restrictive Legends.



         All certificates representing Shares shall have affixed thereto legends

in substantially the following form, in addition to any other legends that may

be required under federal or state securities laws:

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