**Exhibit 10.2**

 

COURIER CORPORATION

 

# Non-QualifiedStock Option Agreement

 

ThisAgreement made as of this          day of                   ,20    by and between Courier Corporation, a Massachusettscorporation, (the “Company”) and                       (the “Optionee”).

 

WITNESSETH THAT:

 

WHEREAS,the Company has instituted a program entitled “Courier Corporation 1993 Amendedand Restated Stock Incentive Plan” (as amended to date and from time to time,the “Plan”); and

 

WHEREAS,the Board of Directors of the Company (the “Board”) has authorized the grant ofthis stock option pursuant and subject to the terms of the Plan, a copy ofwhich is attached hereto and incorporated herein;

 

WHEREAS,the Board has designated this stock option a non-qualified option in accordancewith Section 5 of the Plan;

 

NOW,THEREFORE, in consideration of the premises and the mutual covenants andagreements herein contained, the Company and the Optionee agree as follows:

 

1.                                       Grant.  Pursuant and subject to the Plan the Companydoes hereby grant to the Optionee a stock option (the “Option”) to purchasefrom the Company             shares of its Common Stock, par value $1.00 per share (“Stock”), upon the termsand conditions set forth in the Plan and upon the additional terms and conditionscontained herein.  This Option is notintended to qualify as an incentive stock option or to qualify for specialfederal income tax treatment pursuant to Section 422 of the InternalRevenue Code of 1986, as amended (the “Code”).

 

2.                                       OptionPrice.  This option may be exercisedat the option price of $           per share of Stock, subject to adjustment as provided herein and in the Plan.

 

3.                                       Termand Exercisability of Option.  ThisOption shall expire at the close of business on                                  ,20     and be exercisable in accordance with and subject tothe conditions set forth in the attached Schedule A.

 

4.                                       Methodof Exercise.  To the extent that theright to purchase shares of Stock has accrued hereunder, this Option may be exercisedfrom time to time by written notice to the Company stating the number of shareswith respect to which this Option is being exercised, and accompanied bypayment acceptable to the Company in accordance with Section 5(c) of thePlan.  As soon as practicable after itsreceipt of such notice, the Company shall, without transfer

 

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or issue tax to theOptionee (or other person entitled to exercise this Option), deliver the sharesto the Optionee (or other person entitled to exercise this Option), either electronicallyor by means of a stock certificate; provided, however, that the time of suchdelivery may be postponed by the Company for such period as may be required forit with reasonable diligence to comply with any applicable requirements of law.  Payment of the option price may be made incash or cash equivalents or in whole or in part in shares of Stock or by meansof a “cashless exercise” procedure with a broker, all in accordance with theterms and conditions of Section 5(c) of the Plan; provided, however, thatthe Board reserves the right upon receipt of any written notice of exercisefrom the Optionee to require payment in cash with respect to the sharescontemplated in such notice.  If theOptionee (or other person entitled to exercise this Option) fails to pay forand accept delivery of all of the shares specified in such notice upon tenderof delivery thereof, his/her right to exercise this Option with respect to suchshares not paid for may be terminated by the Company.

 

5.                                       WithholdingTaxes.  The Optionee hereby agrees,as a condition to any exercise of this Option, to provide to the Company anamount sufficient to satisfy its minimum obligation to withhold certainfederal, state and local taxes arising by reason of such exercise (the “WithholdingAmount”), by (a) authorizing the Company to withhold the Withholding Amountfrom her/his cash compensation, (b) remitting the Withholding Amount to theCompany in cash, or (c) paying the Withholding Amount in whole or in part inthe form of shares of Common Stock, by delivering shares already owned byhim/her or by authorizing the Company to withhold from the shares to be issuedin accordance with Section 13(c) of the Plan; provided that to the extentthat the Withholding Amount is not provided by one or a combination of suchmethods, the Company may at its election withhold from the Stock delivered uponexercise of this Option that number of shares having a fair market value, onthe date of exercise, sufficient to eliminate any deficiency in the WithholdingAmount.

 

6.                                       Non-assignabilityof Option.  This Option shall not beassignable or transferable by the Optionee except by will or by the laws ofdescent and distribution.  During thelife of the Optionee, this Option shall be exercisable only by him/her.

 

7.                                       Compliancewith Securities Act.  The Companyshall not be obligated to sell or issue any shares of Stock or other securitiespursuant to the exercise of this Option unless the shares of stock or othersecurities with respect to which this Option is being exercised are at thattime effectively registered or exempt from registration under the SecuritiesAct of 1933, as amended, and applicable state securities laws.  In the event shares or other securities shallbe issued which shall not be so registered, the Optionee hereby represents,warrants and agrees that he/she will receive such shares or other securitiesfor investment and not with a view to their resale or distribution, and willexecute an appropriate investment letter satisfactory to the Company and itscounsel.

 

8.                                       Rightsas Stockholder.  The Optionee shallhave no rights as a stockholder with respect to any shares covered by thisOption until the date of issuance of such shares to him/her eitherelectronically or by means of a stock certificate.  No adjustment shall be made for dividends orother rights for which the record date is prior to the date such shares areissued.

 

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10.                                 Terminationor Amendment of Plan.  The Board mayterminate or amend the Plan at any time. No such termination or amendment will affect rights and obligationsunder this Option, to the extent it is then in effect and unexercised.

 

11.                                 EffectUpon Employment.  Nothing in thisOption or the Plan shall be construed to impose any obligations upon theCompany to retain the Optionee in its employ.

 

12.                                 Timefor Acceptance.  Unless the Optioneeshall evidence his/her acceptance of this Option by execution of this Agreementwithin ten (10) days after its delivery to him/her, the Option and thisAgreement shall be null and void.

 

13.                                 GeneralProvisions.

 

(a)                                  Amendment;Waivers.  This Agreement, includingthe Plan, contains the full and complete understanding and agreement of theparties hereto as to the subject matter hereof and may not be modified oramended, nor may any provision hereof be waived, except by a further writtenagreement duly signed by each of the parties. The waiver by either of the parties hereto of any provision hereof inany instance shall not operate as a waiver of any other provision hereof or inany other instance.

 

(b)                                 BindingEffect.  This Agreement shall inureto the benefit of and be binding upon the parties hereto and their respectiveheirs, executors, administrators, representatives, successors and assigns.

 

(c)                                  GoverningLaw.  This Agreement has been executedin Massachusetts and shall be governed by and construed in accordance with thelaw of The Commonwealth of Massachusetts.

 

(d)                                 Construction.  This Agreement is to be construed inaccordance with the terms of the Plan. In case of any conflict between the Plan and this Agreement, the Planshall control.  The titles of thesections of this Agreement and of the Plan are included for convenience onlyand shall not be construed as modifying or affecting their provisions.  The masculine gender shall include bothsexes; the singular shall include the plural and the plural the singular unlessthe context otherwise requires.

 

(e)                                  Notices.  Any notice in connection with this Agreementshall be deemed to have been properly delivered if it is in writing and is deliveredin hand or sent by registered mail, postage prepaid, to the party addressed asfollows, unless another address has been substituted by notice so given:

 

To the Optionee:                                                      Tohis/her address as set forth on the signature page thereof.

 

To the Company:                                                    CourierCorporation

15Wellman Avenue

NorthChelmsford, Massachusetts 01863

 

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Copy to:                                                                                                  GoodwinProcter LLP

ExchangePlace

Boston,Massachusetts 02109

 

INWITNESS WHEREOF, the Company has caused this Agreement to be executed by itsofficer thereunto duly authorized, and its corporate seal to be affixed as ofthe date set forth below.

 
| Date of grant:   |                                     |   |   |   |
|------------------|------------------------------------------|--------|--------|--------|
|             |                                     |   |
|             | COURIER  CORPORATION                     |
|             |                                     |   |
| (Corporate seal) | By:                                      |   |   |
|             |                                     |   |
|             | Title: Chairman,  Compensation Committee |
|             |                                     |   |
| Attest:          |                                     |   |
|             |                                     |   |
|             |                                     |   |   |
| Assistant Clerk  |                                     |   |
|                  |                                          |        |        |        |  |  |

 

A C C E P T A N C E

 

Ihereby accept the foregoing Option in accordance with its terms and conditionsand in accordance with the terms and conditions of the Courier Corporation 1993Amended and Restated Stock Incentive Plan.

 
|            |                      |   |   |
|-----------------|---------------------------|--------|--------|
| Date            | (Signature of  Optionee)* |
|            |                      |
| Notice Address: |                      |
|            |                      |   |
|            |                      |   |
|                 |                           |        |        |  |

 

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*Also sign Schedule A

 

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Schedule A

 
| ** **  | ** ** | **Percentage of Total Option  Shares Subject to Exercise** | ** ** |
|-------------|------------|------------------------------------------------------------|------------|
| **Date**    | ** ** | **Incremental  Amount**                                    | ** ** | **Cumulative  Amount** | ** ** |
|        |       |                                                       |       |   |   |
| On or after |       |                                                       | %          |   | % |
| On or after |       |                                                       | %          |   | % |
| On or after |       |                                                       | %          |   | % |

 

To theextent that this Option has not become exercisable at the date of thetermination of the Optionee’s employment or other involvement with the Companyor its Subsidiary, it shall expire as of that date.  In the event that before this Option has beenexercised in full, the Optionee ceases to be an employee of the Company or itsSubsidiary for any reason other than his/her discharge for cause, his/her deathor his/her retirement on account of disability, he/she may exercise this Optionto the extent that it had become exercisable on the date of termination ofhis/her employment, during the period ending on the earlier of (i) the date onwhich the Option expires in accordance with Section 3 of this Agreement or(ii) three months after the date of termination of the Optionee’s employmentwith the Company or its Subsidiary.  Inthe event of the death of the Optionee, or his/her retirement on account ofdisability, before this Option has been exercised in full, the Optionee or thepersonal representative of the Optionee may exercise this Option to the extentthat it had become exercisable on the date of his/her death or his/herretirement on account of disability, during the period ending on the earlier of(i) the date on which the Option expires in accordance with Section 3 ofthis Agreement or (ii) the first anniversary of the date of the Optionee’sdeath or retirement on account of disability.

 

I acknowledge theforegoing:

 

 
|                     |   |
|--------------------------|--------|
| (Signature of  Optionee) |
|                     |
|                     |   |
| Date                     |
|                          |        |  |

 

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Schedule A

 
| ** **  | ** ** | **Percentage of Total Option  Shares Subject to Exercise** | ** ** |
|-------------|------------|------------------------------------------------------------|------------|
| **Date**    | ** ** | **Incremental  Amount**                                    | ** ** | **Cumulative  Amount** | ** ** |
|        |       |                                                       |       |   |   |
| On or after |       |                                                       | %          |   | % |
| On or after |       |                                                       | %          |   | % |
| On or after |       |                                                       | %          |   | % |

 

To theextent that this Option has not become exercisable at the date of thetermination of the Optionee’s employment or other involvement with the Companyor its Subsidiary, it shall expire as of that date.  In the event that before this Option has beenexercised in full, the Optionee ceases to be an employee of the Company or itsSubsidiary for any reason other than his/her discharge for cause, his/her deathor his/her retirement on account of disability, he/she may exercise this Optionto the extent that it had become exercisable on the date of termination ofhis/her employment, during the period ending on the earlier of (i) the date onwhich the Option expires in accordance with Section 3 of this Agreement or(ii) three months after the date of termination of the Optionee’s employmentwith the Company or its Subsidiary.  Inthe event of the death of the Optionee, or his/her retirement on account ofdisability, before this Option has been exercised in full, the Optionee or thepersonal representative of the Optionee may exercise this Option to the extentthat it had become exercisable on the date of his/her death or his/her retirementon account of disability, during the period ending on the earlier of (i) thedate on which the Option expires in accordance with Section 3 of thisAgreement or (ii) the first anniversary of the date of the Optionee’s death orretirement on account of disability.

 

Notwithstandingthe preceding paragraph, this Option shall become fully exercisable in theevent of a “Change in Control” of Courier Corporation (“Courier”), as definedon page 2 of this Schedule A.

 

I acknowledge theforegoing:

 

 
|                     |   |
|--------------------------|--------|
| (Signature of  Optionee) |
|                     |
|                     |   |
| Date                     |
|                          |        |  |

 

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Schedule A

 

A Change in Control shallbe deemed to have occurred if:

 

(a)  there is(i) any consolidation or merger of the Company in which the Company is not thecontinuing or surviving corporation or pursuant to which shares of the Company’sCommon Stock would be converted into cash, securities or other property, otherthan a merger of the Company in which the holders of the Company’s Common Stockimmediately prior to the merger have the same proportionate ownership of commonstock of the surviving corporation immediately after the merger, or (ii) anysale, lease, exchange or other transfer (in one transaction or a series ofrelated transactions) of all, or substantially all, of the assets of theCompany, or

 

(b)  the stockholdersof the Company approve any plan or proposal for the liquidation or dissolutionof the Company, or

 

(c)  any person(as such term is used in Sections 13(d) and 14(d)(2) of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) other than a trust  related to an employee benefit planmaintained by the Company becomes the beneficial owner (within the meaning ofRule 13d-d under the Exchange Act) of 20% or more of the Company’s outstandingCommon Stock, and within the period of 24 consecutive months immediatelythereafter the conditions of paragraph (d) are fulfilled, or

 

(d)  during anyperiod of 24 consecutive months, individuals other than (i) individuals who atthe beginning of such period constitute the entire Board of Directors or (ii)individuals whose election, or nomination for election by the Company’sstockholders, was approved by a vote of at least two-thirds of the directorsthen still in office who were directors at the beginning of the period, becomea majority of the Board of Directors.

 

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