Form of Executive Restricted Stock Agreement

EXHIBIT 10.2 ENNIS, INC. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT, made and entered into as of the ___day of February, 2006, by and between ENNIS, INC., a Texas corporation (" Ennis" ), and ___, an employee, outside director or other service provider of Ennis or one of its Affiliates (" Participant" ). WHEREAS, the Compensation Committee of Ennis' Board of Directors or, with respect to grants made to outside directors, the Board of Directors (the " Committee" ), acting under the 2004 Long-Term Incentive Plan (the " Plan" ), has the authority to award restricted shares of Ennis' common stock, $2.50 par value per share (the " Common Stock" ), to employees, outside directors and other service providers of Ennis or an Affiliate; and WHEREAS, pursuant to the Plan, the Committee has determined to make such an award to Participant on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Participant desires to accept such award; NOW, THERFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Restricted Stock Award . On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, Ennis hereby awards to Participant, and Participant hereby accepts, a restricted stock award (the " Award" ) of ___shares (the " Restricted Shares" ) of Common Stock. The Award is made effective as of the ___day of February, 2006 (the " Effective Date" ). A certificate representing the Restricted Shares shall be issued in the name of Participant (or, at the option of Ennis, in the name of a nominee of Ennis) as of the Effective Date and delivered to Participant on the Effective Date or as soon thereafter as practicable. Participant shall cause the certificate representing the Restricted Shares, upon receipt thereof by Participant, to be deposited, together with stock powers and any other instrument of transfer reasonably requested by Ennis duly endorsed in blank, with Ennis, to be held by Ennis in escrow for Participant' s benefit until such time as the Restricted Shares represented by such certificate are either forfeited by Participant to Ennis or the restrictions thereon terminate as set forth in this Agreement. 2. Vesting and Forfeiture . (a) The Restricted Shares shall be subject to a restricted period (the " Restricted Period" ) that shall commence on the Effective Date and shall end on the third anniversary of the Effective Date, February ___, 2009. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Participant to Ennis as provided in


this Agreement, and Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Restricted Shares (the " Restrictions" ), except that the Restrictions shall be removed as to (i) 33-1/3% of such shares (if a fractional number, then the next lower whole number) on February ___, 2007, provided Participant is in the continuous service of Ennis or an Affiliate until such date; (ii) an additional 33-1/3% of such shares (if a fractional number, then the next lower whole number) on February ___, 2008, provided Participant is in the continuous service of Ennis or an Affiliate until such date; and (iii) the remaining shares on February ___, 2009, provided Participant is in the continuous service of Ennis or an Affiliate until such date. Following the removal of the Restrictions on any Restricted Shares, Ennis shall deliver to Participant from escrow a certificate representing such Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the policies of Ennis then in effect. (b) Subject to paragraph (c) of this Sec ...