**Exhibit 10.14**

 

COURIER CORPORATION

 

Incentive Stock OptionAgreement

 

This Agreement made as of this 23rd day of September,2004, by and between Courier Corporation, a Massachusetts corporation (the “Company”)and Eric J. Zimmerman (the “Optionee”)

 

WITNESSETH THAT:

 

WHEREAS, the Company has instituted a program entitled“Courier Corporation 1993 Amended and Restated Stock Incentive Plan” (the “Plan”);and

 

WHEREAS, the Board of Directors of the Company (the “Board”)has authorized the grant of stock options upon certain terms and conditions setforth below; and

 

WHEREAS, the Board has authorized the grant of thisstock option pursuant and subject to the terms of the Plan, a copy of which isattached hereto and incorporated herein; and

 

WHEREAS, the Board has designated this stock option anincentive stock option in accordance with Section 5 of the Plan;

 

NOW, THEREFORE, in consideration of the premises andthe mutual covenants and agreements herein contained, the Company and theparties hereto agree as follows:

 

1.             Grant.  Pursuant and subject to the Plan, the Companydoes hereby grant unto the Optionee a stock option (the “Option”) to purchasefrom the Company 790 shares of its Common Stock (“Stock”) upon the terms andconditions set forth in the Plan and upon the additional terms and conditionscontained herein.  This Option isintended to constitute an “incentive stock option” within the meaning ofSection 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

 

2.             OptionPrice.  This Option may be exercisedat the option price of $40.75 per share of Stock, subject to adjustment asprovided herein and in the Plan.

 

3.             Termand Exercisability of Option.  ThisOption shall expire on September 22, 2011 and be exercisable in accordance withand subject to the conditions set forth on the attached Schedule A.

 

4.             Methodof Exercise.  To the extent that theright to purchase shares of stock has accrued hereunder, this Option may beexercised from time to time by written notice to the company, substantially inthe form attached hereto as Exhibit 1, stating the number of shares withrespect to which this Option is being exercised, and accompanied by paymentacceptable to the

 

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Company in accordance with Section 5 (c) of the Plan.  As soon as practicable after its receipt ofsuch notice, the Company shall, without transfer or issue tax to the Optionee(or other person entitled to exercise this Option), deliver to the Optionee (orother person entitled to exercise this Option), at the principal executive officesof the Company or such other place as shall be mutually acceptable, acertificate or certificates for such shares out of theretofore authorized butunissued shares or reacquired shares of its stock as the company may elect;provided, however, that the time of such delivery may be postponed by theCompany for such period as may be required for it with reasonable diligence tocomply with any applicable requirements of law. Payment of the option price may be made in cash or cash equivalents, or,in accordance with the terms and conditions of Section 5(c) of the Plan, inwhole or in part in shares of stock of the Company; provided, however, that theBoard reserves the right upon receipt of any written notice of exercise fromthe Optionee to require payment in cash with respect to the shares contemplatedin such notice.  If the Optionee (orother person entitled to exercise this Option) fails to pay for and acceptdelivery of all of the shares specified in such notice upon tender of deliverythereof, his/her right to exercise this Option with respect to such shares notpaid for may be terminated by the Company.

 

5.             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.

 

6.             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.

 

7.             Legends.  The Optionee hereby acknowledges that thestock certificate or certificates evidencing shares of stock or othersecurities issued pursuant to any exercise of this Option will bear a legendsetting forth the restrictions on their transferability described in Section 5hereof.

 

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 a stock certificate to him/her for suchshares.  No adjustment shall be made fordividends or other rights for which the record date is prior to the date suchstock certificate is issued.

 

9.             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.

 

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

 

11.           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.

 

12.           GeneralProvisions.

 

(a)           Amendment;Waivers.  This agreement, includingthe Plan, contains the full and complete understanding and agreement of the partieshereto as to the subject matter hereof and may not be modified or amended, normay any provision hereof be waived, except by a further written agreement dulysigned by each of the parties.  Thewaiver by either of the parties hereto of any provision hereof in any instanceshall not operate as a waiver of any other provision hereof or in any otherinstance.

 

(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 beenexecuted in Massachusetts and shall be governed by and construed in accordancewith the law 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 the sectionsof this Agreement and of the Plan are included for convenience only and shallnot 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 isdelivered in hand or sent by registered mail, postage prepaid, to the partyaddressed as follows, unless another address has been substituted by notice sogiven:

 
| To the Optionee: | To his/her address as set forth on the signature  page thereof. |
|------------------|-----------------------------------------------------------------|
|             |                                                            |
| To the Company:  | Courier Corporation                                             |
|             | 15 Wellman Avenue                                               |
|             | North Chelmsford, Massachusetts 01863                           |
|             |                                                            |
| Copy to:         | Goodwin Procter                                                 |
|             | Exchange Place                                                  |
|             | Boston, Massachusetts 02109                                     |

 

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IN WITNESS WHEREOF, the Company has caused thisAgreement to be executed by its officer thereunto duly authorized, and itscorporate seal to be affixed as of the date set forth below.

 
| Date of grant: September 23, 2004 |                               |
|-----------------------------------|------------------------------------|
|                              |                               |
|                              | COURIER CORPORATION                |
|                              |                               |
| (Corporate seal)                  | By:                                | *s/James  F. Conway III* |   |
|                              |                               |
|                              | Title: Chairman, President and CEO |
| Attest:                           |                               |
|                              |                               |
| *s/Mary Gail D. McCarthy*         |                               |   |
| Clerk or Assistant Clerk          |                               |
|                                   |                                    |  |  |  |

 

 

A C C E P T A N C E

 

I hereby accept the foregoing Option in accordancewith its terms and conditions and in accordance with the terms and conditionsof the Courier Corporation 1993 Amended and Restated Stock Incentive Plan.

 
| *December 3, 2004* | *s/Eric J. Zimmerman*     | * * |
|--------------------|---------------------------|----------|
| 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  September 23, 2005 |       | 100                                                        | %          | 100 | % |

 

To the extent that this Option has not becomeexercisable at the date of the termination of the Optionee’s employment orother involvement with the Company or its Subsidiary, it shall expire as ofthat date.  In the event that before thisOption has been exercised in full, the Optionee ceases to be an employee of theCompany or its Subsidiary for any reason other than his/her discharge forcause, his/her death or his/her retirement on account of disability, he/she mayexercise this Option to the extent that it had become exercisable on the dateof termination of his/her employment, during the period ending on the earlierof (i) the date on which the Option expires in accordance with Section 3 ofthis Agreement or (ii) three months after the date of termination of theOptionee’s employment with the Company or its Subsidiary.  In the event of the death of the Optionee, orhis/her retirement on account of disability, before this Option has beenexercised in full, the Optionee or the personal representative of the Optioneemay exercise this Option to the extent that it had become exercisable on thedate of his/her death or his/her retirement on account of disability, duringthe period ending on the earlier of (i) the date on which the Option expires inaccordance with Section 3 of this Agreement or (ii) the first anniversary ofthe date of the Optionee’s death or retirement on account of disability.

 

I acknowledge the foregoing:

 

 
| *s/Eric J. Zimmerman*   |   |
|-------------------------|--------|
| (Signature of Optionee) |
|                    |
| *December 3, 2004*      |
| Date                    |

 

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|   | EXHIBIT 1 to     |
|--------|------------------|
|   | Incentive Stock  |
|   | Option Agreement |

 

Courier Corporation

15 Wellman Avenue

North Chelmsford, Massachusetts 01863

 

Re:   Exercise of Incentive Stock Option underCourier Corporation

1993 Amended and RestatedStock Incentive Plan

 

Gentlemen:

 

Please take notice thatthe undersigned hereby elects to exercise the stock option granted to                                        on                                ,20    , by and to the extent of purchasing shares of theCommon Stock of Courier Corporation, for the option price of $           pershare, subject to the terms and conditions of the incentive Stock OptionAgreement between                                          and Courier Corporation dated as of                                  ,20    .

 

The undersigned enclosesherewith payment, in cash or in such other property as is permitted under thePlan, of the purchase price for said shares. If the undersigned is making payment of any part of the purchase priceby delivery of shares of stock of Courier Corporation, he/she hereby confirmsthat he/she has investigated and considered the possible income taxconsequences to him/her of making such payments in that form.

 

The undersigned herebyspecifically confirms to Courier Corporation that he/she is acquiring theshares for investment and not with a view to their sale or distribution, andthat the shares shall be held subject to all of the terms and conditions of theIncentive Stock Option Agreement.

 
|   |   | Very truly yours,                                           |
|--------|--------|-------------------------------------------------------------|
|   |   |                                                        |
|   |   |                                                        |
|   |   |                                                        |   |
| Date   |   | (Signed by Optionee or other party  duly exercising option) |

 

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