**Exhibit 10.9**

 

**STOCK GRANT AGREEMENT**

 

AGREEMENT madeSeptember 23, 2004 by and between COURIER CORPORATION, a MassachusettsCorporation (“Courier”), and Peter D. Tobin (“Employee”).

 

W I T N E S S E T H :

 

WHEREAS,Employee is a key employee of Courier or a subsidiary thereof; and

 

WHEREAS,Courier has instituted a program entitled “Courier Corporation 1993 Amended andRestated Stock Incentive Plan” (as amended to date and from time to time, the“Plan”), pursuant to which from time to time awards of Courier Common Stock aremade to certain key employees of Courier or its subsidiaries so that they mayhave a direct proprietary interest in Courier’s success and as an incentive toencourage greater efforts to be rendered Courier and its subsidiaries by theirkey employees;

 

NOW,THEREFORE, in consideration of the premises and the promises herein contained,it is agreed:

 

1.  Stock Award.  In consideration of future services to berendered to Courier or a subsidiary thereof by Employee, Courier hereby awardsto Employee pursuant to the Plan 433 shares of its Common Stock, $1.00 parvalue (the “Awarded Shares”).  The stockcertificate or certificates evidencing the Awarded Shares shall be held by theTreasurer of Courier at its principal offices until the Awarded Shares havebecome nonforfeitable in accordance with Section 2 of this Agreement, at whichtime the certificate or certificates shall be delivered to Employee.

 

2. Vesting.  The Awarded Shares shall vest as follows:

 
| **Date**                       | ** ** | **Incremental****Amount** | ** ** | **Cumulative****Amount** | ** ** |
|--------------------------------|------------|---------------------------|------------|--------------------------|------------|
| On or after September 23, 2007 |       | 100                       | %          | 100                      | %          |

 

In the event that Employee’semployment with Courier or its subsidiary terminates before the Awarded Sharesvest in accordance with the above schedule, Employee shall forfeit the Awarded Shares to Courier and shall receiveno compensation therefore; provided, however, that the Awarded Shares shallbecome nonforfeitable upon the occurrence of either of the following eventsbefore the vesting dates listed above and during Employee’s employment byCourier or its 

 

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subsidiary: (a) Employee’sretirement with the consent of his employer at any time after he has attainedthe age of fifty-five (55), or (b) action by the Stock Grant Committee of theCourier Board of Directors to accelerate vesting of the Awarded Shares, onaccount of a merger, consolidation, acquisition, divestiture or reorganizationof Courier or its subsidiaries, or under such other circumstances as the StockGrant Committee, in its sole discretion, may consider appropriate.  To facilitate the implementation of thisSection 2, Employee agrees to execute and deliver to Courier herewith a blankstock power with respect to the Awarded Shares.

 

3.  Restrictions on Transfer.  Employee shall not transfer, pledge, orotherwise dispose of any of the Awarded Shares or any interest therein whilethe Awarded Shares remain subject to forfeiture under the terms of Section 2 ofthis Agreement, and any attempted transfer, pledge or other disposition duringthat period shall be void and without effect. Employee agrees that after the Awarded Shares have becomenonforfeitable, he will give written advance notice to Courier of his intentionto effect any transfer, pledge or disposition of any of the Awarded Shares orany interest therein, describing the method and terms of the proposed transfer,pledge or disposition.  Upon receipt byCourier of such notice, if in the opinion of counsel to Courier the proposedtransfer, pledge or disposition may be effected, Employee shall thereupon beentitled to transfer, pledge or dispose of the same in accordance with theterms of such notice.  Employee willindemnify Courier for any liability (including all reasonable costs, expensesand attorney’s fees incident thereto) which it may sustain by reason of anyviolation of the Act or any other applicable securities statute occasioned byany act on Employee’s part with respect to the Awarded Shares.

 

4.  Stop Transfer Legends.  Employee authorizes Courier to place a stoptransfer order with its stock transfer agent covering the Awarded Shares andagrees that each certificate representing the Awarded Shares shall be stampedor otherwise imprinted with a legend in substantially the following form:

 

“The sharesrepresented by this certificate are subject to restrictions contained in a StockGrant Agreement dated September 23, 2004, a copy of which is available at theprincipal office of the issuer.”

 

5.  Employment Rights.  Nothing herein contained shall be construedas altering the present employment relationship between Employee and Courierand its subsidiaries or imposing any obligation upon Courier or itssubsidiaries to continue the employment of Employee or upon Employee tocontinue in such employment.

 

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6.  Miscellaneous.  As to matters of law, this Agreement is to begoverned and construed in accordance with the laws of the Commonwealth ofMassachusetts.  As to all matters ofinterpretation of the Plan and the rights of the parties hereto under the Plan,the determination of the Courier Board of Directors or the Committee appointedby the Board of Directors to administer the Plan shall be final, binding andconclusive.  This Agreement shall bebinding upon and inure to the benefit of each of the parties hereto and thesuccessors and assigns of Courier and the heirs, executors and administratorsof Employee.

 

IN WITNESSTHEREOF, Courier has caused this Agreement to be executed by its dulyauthorized officer and the Employee has hereunto set his hand.

 
|     | COURIER  CORPORATION |
|----------|----------------------|
|     |                 |
| * * | By                   | *   s/ James F. Conway III* | * * |
| * * | * *             | Chairman,  President and CEO |
|     |                 |
|     |                 |
|     | Employee:            |
|     |                 |
|     |                 | *   s/ Peter D. Tobin* |   |
|          |                      |  |  |  |

 

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