Exhibit
10.1


 


TERMS AND CONDITIONS OF THE


 


COURIER CORPORATION DEFERRED
COMPENSATION PROGRAM

AS AMENDED AND RESTATED AS OF JANUARY 1, 2009


 


1.             Eligibility in
the Courier Corporation Deferred Compensation Program (the “Program”) shall be
granted to the following employees of Courier Corporation (the “Company”) who
have been designated by the Board of Directors of the Company (the “Board”) as
being eligible for the Program:  James F.
Conway III, Robert P. Story, Jr., and Thomas A. Osenton (the “Participants”).  The Board shall have full power and
discretion to name additional employees of the Company as Participants and at
such times as it shall decide in its sole discretion.  Effective January 1, 2008, Peter M.
Folger, the Senior Vice President and Chief Financial Officer of the
Corporation, shall also be a Participant.


 


2.             Each
capitalized term herein shall have the same meaning attributed to such term in
the Courier Profit Sharing and Savings Plan (the “Plan”), except as otherwise
provided.


 


3.             (a)           Retroactive Award.  Each Participant who is actively employed by
the Company on November 6, 1997 shall receive a deferred compensation
award in an amount equal to the sum of the differences for each of 1994, 1995,
and 1996 between (i) the amount of the Profit Sharing Contributions to
which he would have been entitled under the Plan and the amount of ESOP
Contributions to which he would have been entitled under the Courier Employee
Stock Ownership Plan (the “ESOP”), were such Participant’s Compensation under
the Plan and the ESOP not limited each year to $150,000 (or such amount as may
be increased from time to time pursuant to Section 401(a)(17) of the Code)
as provided in Section 2.10 of the Plan and 2.10 of the ESOP for such
calendar year, and (ii) the actual amount of Profit Sharing Contributions
credited to such Participant’s Profit Sharing Contribution Account under the
Plan and the actual amount of ESOP Contributions credited to such Participant’s
Account under the ESOP for such calendar year. 
Such award shall be adjusted with interest in an amount determined at
the discretion of the Administrator (as such term is defined in Paragraph 15
hereof) and credited to a separate book account (a “Deferred Compensation
Account”) in the Participant’s name on or before December 31, 1997.


 


(b)           Annual Award.  Each Participant who is actively employed by
the Company on the last day of each calendar year beginning on and after January 1,
1997 shall receive a deferred compensation award for such calendar year in an
amount equal to the difference between (i) the amount of the Profit
Sharing Contributions and ESOP Contributions to which he would have been
entitled under Sections 7.3 and 7.5 of the Plan were such Participant’s
Compensation under the Plan not limited to the amount imposed by Section 401(a)(17)
of the Code, and (ii) the actual amount of Profit Sharing Contributions
and ESOP Contributions credited to such Participant’s Profit Sharing
Contribution Account and ESOP Account for such calendar year.  All amounts awarded to a Participant under
this Paragraph 3(b) shall be credited to the Deferred Compensation Account
in his name the following calendar year.


 


(c)           Special Award to Mr. Peter
Folger.  In the case of the
Participant Mr. Peter Folger, he shall be eligible for an annual award
under Section 3(b) for calendar year 


 

















 


2007
and each year thereafter subject to the terms of the Program as if he had been
participating in the Program effective as of January 1, 2007.


 


4.             On or before January 15th
of each calendar year, beginning with January 15, 1999, the amount
standing to the credit of a Participant’s Deferred Compensation Account on such
date shall be adjusted for deemed earnings or losses as if such amount had been
invested in the Participant’s investment choice for the entire preceding
calendar year.  The reasonable
determination of such adjustment by the Administrator shall be conclusive and
binding on all Participants and their Beneficiaries.  The investment choices available to
Participants shall be as specified by the individual appointed by the Board to
administer the Program pursuant to Paragraph 16 hereof (the “Administrator”)
from time to time, but each Participant may select only one investment choice
for each annual period on a prospective basis. 
On an ongoing basis, each Participant must make an investment choice for
a calendar year prior to January 15 of such calendar year.  If a Participant fails to make a timely
election, such Participant’s investment choice which was in effect for the
prior calendar year will continue in effect, unless such failure occurs in
1998, in which event the Administrator shall make an election on behalf of such
Participant.


 


5.             During his
period of active employment, each Participant shall be fully vested in all
amounts credited to his Deferred Compensation Account, but no Participant shall
have any rights to the amounts which he has been awarded hereunder.  Participation in the Program, and any actions
taken pursuant to the Program, shall not create or be deemed to create a trust
or fiduciary relationship of any kind between the Company and the
Participant.  The Company may, but shall
have no obligation to, establish any separate fund, reserve, or escrow or to
provide security with respect to any amounts awarded under the Program.  Any assets of the Company which are set aside
in any separate fund, reserve or escrow shall continue for all purposes to be a
part of the general assets of the Company, with title to the beneficial
ownership of any such assets remaining at all times in the Company.  No Participant, nor his legal
representatives, nor any of his beneficiaries shall have any right, other than
the right of an unsecured general creditor of the Company, in respect of the
Deferred Compensation Account established hereunder, and such persons shall
have no property interest whatsoever in any specific assets of the Company.


 


6.             Upon a
Participant’s Separation from Service with the Company for any reason other
than Retirement or death, the Participant shall be entitled to receive all amounts
standing to the credit of his Deferred Compensation Account (including amounts
to be credited under Paragraph 3(b) for the prior calendar year), as
adjusted for earnings or losses based on the total investment return based on
the Participant’s investment choice through December 31 of the year
preceding the year of Separation from Service in one (1) lump sum
payment.  Such payment shall be made
within 60 days after the Participant’s Separation from Service, or in the case
of a Participant who is a Specified Employee, in the seventh month after the
Participant’s Separation from Service, if later.  Such payment shall completely discharge the
Company’s obligation under the Program.


 


7.             Upon the
Retirement of a Participant, the termination of the Participant’s employment
with the Company by reason of death, or the Participant’s Disability, the
Participant (or his Beneficiary, in the case of death) shall be entitled to
receive all amounts standing to the credit of his Deferred Compensation Account
as of the December 31 preceding the Participant’s 


 


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Retirement,
death or Disability, as the case may be, as well as any amounts to be credited
under Paragraph 3(b) for the prior calendar year, all as adjusted for earnings
or losses based on the total investment return of the Participant’s investment
choice from January 1 of the year of termination until the Participant’s
Retirement, death or Disability, as the case may be, in one (1) lump sum
payment.  The Company shall also credit
to the Participant’s Deferred Compensation Account an award for the year of
Retirement, death or Disability, as the case may be, as calculated pursuant to
Paragraph 3(b), but based on the Participant’s Compensation earned through the
date of Retirement, death or Disability, as the case may be, and based on the
rate of Profit Sharing Contributions and ESOP Contributions estimated by the
Administrator in good faith.  In the case
of death or Disability, such payment shall be made within 60 days after the
Participant’s death or determination of Disability.  In the case of the Participant’s Retirement,
such payment shall be made within 60 days after the Participant’s Separation
from Service, or in the case of a Participant who is a Specified Employee, in
the seventh month after the Participant’s Separation from Service.  Such payment shall completely discharge the
Company’s obligation under the Program.


 


8.             For purposes
hereof, the following terms shall have the following meanings:


 


(a)           “Disability.”  A Participant is considered to have incurred
a “Disability” if he is (i) unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) by reason of any
medically determinable physical or mental impairment which can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three (3) months under
an accident and health plan covering employees of the Company.


 


(b)           “Retirement” means
Separation from Service after a Participant has attained age 55 and completed
ten Years of Service, or has attained age 65, whichever is earlier.


 


(c)           “Separation from
Service” or “Separates from Service” occurs when the Company and the
Participant reasonably anticipate that no further services would be performed
by the Participant for the Company after a certain date or that the level of
bona fide services the Participant would perform for the Company after such
date (whether as an Employee or as an independent contractor) would permanently
decrease to no more than 20 percent of the average level of bona fide services
performed by the Participant for the Company over the immediately preceding
36-month period (or period of employment, if less than 36 months).  For purposes hereof, the term “Company”
includes any other entity that is part of the Company’s controlled group as
defined in Section 414(b) or (c) of the Code, except that in
applying Section 1563(a)(1), (2) and (3) of the Code, the
language “at least 50 percent” is used instead of “at least 80 percent.”


 


(d)           “Specified Employee”
shall have the meaning specified in Section 409A(a)(2)(B)(i) of the
Code.


 


9.             Notwithstanding
anything to the contrary contained herein, in the event of a good faith
determination by the Administrator that any of the following acts or omissions
were committed by a Participant, then such Participant shall immediately
forfeit all rights to amounts 


 


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credited
to such Participant’s Deferred Compensation Account, and the Participant, his
estate, his legal representative and his Beneficiaries shall have no further
rights with respect to such Participant’s Deferred Compensation Account or any
claims against the Company under this Program:


 


(a)           dishonest statements
or acts of the Participant with respect to the Company, or any subsidiary or
affiliate of the Company;


 


(b)           the commission by or
indictment of the Participant for (i) a felony or (ii) any
misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,”
for these purposes, meaning an indictment, probable cause hearing or any other
procedure pursuant to which an initial determination of probable or reasonable
cause with respect to such offense is made);


 


(c)           gross negligence,
willful misconduct or insubordination of the Participant with respect to the
Company or any subsidiary or affiliate of the Company; or


 


(d)           breach by the
Participant of any contract with, or other obligation to, the Company.


 


10.           Any
distribution of deferred compensation payments will be reduced by the amounts
required to be withheld pursuant to any governmental law or regulation with
respect to taxes or similar provisions.


 


11.           If a
Participant who has deferred compensation under the Program dies before he has
received full payment of the amount credited to his Deferred Compensation
Account, such unpaid portion shall be paid to the Participant’s Beneficiary as
designated by the Participant in writing. 
If no Beneficiary has been designated or if a designated Beneficiary has
predeceased the Participant, such unpaid portion shall be paid to the Participant’s
estate.


 


12.           The deferred
compensation payable under this Program shall not be subject to alienation,
assignment, garnishment, execution, or levy of any kind, and any attempt to
cause any compensation to be so subjected shall not be recognized.  Notwithstanding the foregoing, a Participant’s
deferred compensation may be assigned to another person to the extent necessary
to fulfill a domestic relations order (as defined in Section 414(p)(1)(B) of
the Code).


 


13.           All expenses
incurred, or taxes paid by the Company, and attributable to a Participant’s
Deferred Compensation Account shall be borne by the Company and shall not
reduce the amount credited to such Deferred Compensation Account.


 


14.           Nothing in this
Program shall be construed as giving any Participant the right to be retained
in the employ of the Company in any capacity. 
The Company expressly reserves the right to dismiss any employee, at any
time, without liability for the effect which such dismissal may have upon such
employee hereunder.


 


15.           This Program
may be amended in any way or may be terminated, in whole or in part, at any
time, and from time to time, by the Board. 
The foregoing provisions of this paragraph notwithstanding, no amendment
or termination of the Program shall adversely affect 


 


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the
amounts payable hereunder on account of compensation awarded under the Program
prior to the effective date of such amendment or termination.


 


16.           The Board shall
delegate the administration of this Program to an individual who shall serve as
the Administrator.  The Administrator
shall have the exclusive discretionary authority to determine eligibility for
and the amounts of benefits under the Program, make factual determinations,
construe and interpret terms of the Program, supply omissions and determine any
questions which may arise in connection with its operation and
administration.  Its decisions or actions
in respect thereof, including any determination of any amount credited or
charged to the Participant’s Deferred Compensation Account or the amount or
recipient of any payment to be made therefrom, shall be conclusive and binding
for all purposes upon the Company and upon any and all Participants, their
Beneficiaries, and their respective heirs, distributees, executors,
administrators and assignees; subject, however, to the right of a Participant
or his Beneficiary to file a written claim under the provisions of Paragraph
23.


 


17.           All notices,
elections, or designations by a Participant to the Company shall be delivered
in person or by registered mail, postage prepaid, and noted to be brought to
the attention of the Administrator.


 


18.           The terms of
this Program shall be binding upon and shall inure to the benefit of the
Company and its successors or assigns and each Participant and his
Beneficiaries, heirs, executors, and administrators.


 


19.           Subject to its
obligation to pay the amount credited to the Participant’s Deferred
Compensation Account at the time distribution is called, neither the Company,
any person acting on behalf of the Company, nor the Administrator shall be
liable for any act performed or the failure to perform any act with respect to
the terms of the Program, except in the event that there has been a judicial
determination of willful misconduct on the part of the Company, such person or
the Administrator.


 


20.           This Program,
and all actions taken hereunder, shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, except as such
laws may be superseded by any applicable Federal laws.


 


21.           Notwithstanding
anything to the contrary contained herein, in the event of a “Change in
Control,” each Participant shall have the right to receive a distribution,
within 30 days of such Change in Control, of all amounts standing to the credit
of his Deferred Compensation Account as of the December 31 preceding the
date of the Change in Control, as adjusted for earnings and losses based on the
total investment return of the Participant’s investment choice from January 1
of the year of the Change in Control until the actual date of such Change in
Control, in one (1) lump sum payment. 
“Change in Control” shall mean a change in the ownership or effective
control of the Company or change in the ownership of a substantial portion of
the assets of the Company within the meaning of Section 409A of the Code
and the regulations promulgated thereunder.


 


22.           This Program
shall be effective as of November 6, 1997.


 


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23.           (a)           All claims for benefits under this
Program shall be filed in writing with the Administrator in accordance with
such procedures as the Administrator shall reasonably establish.


 


(b)           The Administrator
shall, within 90 days of submission of a claim, provide adequate notice in
writing to any claimant whose claim for benefits under the Program has been
denied.  Such notice shall contain the
specific reason or reasons for the denial and references to specific Program
provisions on which the denial is based. 
The Administrator shall also provide the claimant with a description of
any material or information which is necessary in order for the claimant to
perfect his claim and an explanation of why such information is necessary.  If special circumstances require an extension
of time for processing the claim, the Administrator shall furnish the claimant
a written notice of such extension prior to the expiration of the 90-day
period.  The extension notice shall
indicate the reasons for the extension and the expected date for a final
decision, which date shall not be more than 180 days from the initial claim.


 


(c)           The Administrator
shall, upon written request by a claimant within 60 days of receipt of the
notice that his claim has been denied, afford a reasonable opportunity to such
claimant for a full and fair review by the Administrator of the decision
denying the claim.  The Administrator
will afford the claimant an opportunity to review pertinent documents and
submit issues and comments in writing. 
The claimant shall have the right to be represented.


 


(d)           The Administrator
shall, within 60 days of receipt of a request for a review, render a written
decision on his review.  If special
circumstances require extra time for the Administrator to review his decision,
the Administrator will attempt to make his decision as soon as practicable, and
in no event will the Administrator take more than 120 days to send the claimant
a written notice of his decision.


 


IN WITNESS WHEREOF, this amended and restated Program has been signed
and sealed for and on behalf of the Company by its duly authorized officer this
11th day of December, 2008.


 


	
   

  	
  COURIER CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  s/ Diana
  L. Sawyer

  
	
   

  	
  Title:
  

  	
  Vice
  President

  



 


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