**Exhibit 10.16**

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**STOCK UNIT AGREEMENT**

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This Agreement is made as of this                    day of                           ,20    by and between Courier Corporation, a Massachusettscorporation (the “Company”) and                           (“Director”).

 

WITNESSETH THAT:

 

WHEREAS, the Company has instituted a program entitled“Courier Corporation 2005 Stock Equity Plan For Non-Employee Directors” (the “Plan”);and

 

WHEREAS, pursuant to Section 6(a) of the Plan,each Director may elect to receive fifty percent (50%) or one hundred percent(100%) of his/her Director Compensation in stock units or shares of commonstock, par value $1.00 per share (“Stock”) of the Company; and

 

WHEREAS, the Director has elected to receive **[fifty percent (50%)] [one hundred percent (100%)]** ofhis/her Director Compensation in Stock Units;

 

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

 

1.                                       StockUnits.  Pursuant to Section 6(a)of the Plan, the Company hereby grants to the Director                     Stock Units.  These Stock Units shall benonforfeitable and shall not be subject to any risk of forfeiture.

 

2.                                       Issuanceof Shares.  Stock Units shall beconverted to shares of Stock on a one-to-one basis and shall be issued to theDirector 30 days after he/she ceases to serve as a Director of theCompany.  Shares may be issued eitherelectronically or by means of a stock certificate.

 

3.                                       Non-Assignabilityof Stock Units.  Stock Units shallnot be assignable, pledged or otherwise encumbered or disposed of during thedeferral period.  Stock Units may betransferable by the Director only by will or by the laws of descent anddistribution.

 

4.                                       DividendEquivalent.  During the deferralperiod and prior to actual issuance of shares of Stock, the Director shall haveno rights as a stockholder of the Company with respect to the Stock Units otherthan the right to receive cash compensation from time to time in an amountequivalent to the dividends that would have been paid with respect to the StockUnits if such Stock Units were actual shares of outstanding Stock.

 

5.                                       Compliancewith Securities Act.  The Companyshall not be obligated to issue any shares of Stock pursuant to this Agreementunless the shares of Stock to be issued are at that time effectively registeredor exempt from registration under the Securities Act of 1933, as amended,

 

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and applicable statesecurities laws.  In the event sharesshall be issued which shall not be so registered, the Director herebyrepresents, warrants and agrees that he/she will receive such shares forinvestment and not with a view to their resale or distribution, and willexecute an appropriate investment letter satisfactory to the Company and its counsel.

 

6.                                       Terminationor Amendment of Plan.  The Board mayterminate or amend the Plan at any time. No such termination or amendment will affect rights and obligations ofthe Director under this Agreement.

 

7.                                       Incorporationof Plan.  This Agreement shall besubject to and governed by all the terms and conditions of the Plan.  Capitalized terms in this Agreement shallhave the meaning specified in the Plan, unless a different meaning is specifiedherein.

 

8.                                       Changesin Capital Structures.  In the eventthat the outstanding shares of Stock of the Company are hereafter increased ordecreased or changed into or exchanged for a different number or kind of sharesor other securities of the Company, by reason of any reorganization, merger,consolidation, recapitalization, reclassification, stock split-up, combinationof shares or dividend payable in capital stock, the Board shall makeappropriate adjustment in the number of Stock Units held for the benefit of theDirector.

 

9.                                       MiscellaneousProvisions.

 

(a)                                  BindingEffect.  This Agreement shall bebinding upon and inure to the benefit of the parties hereto, and to theirrespective heirs, executors, administrators, successors and assigns and anyoneclaiming under or through them, and also any receiver or trustee in bankruptcyor insolvency.

 

(b)                                 GoverningLaw.  This Agreement shall begoverned by and construed and performed in accordance with the laws of theCommonwealth of Massachusetts.

 

(c)                                  Amendment;Waivers.  This Agreement contains theentire agreement between the parties with respect to the matters referred toherein and supersede all prior negotiations, commitments orunderstandings.  This Agreement may notbe modified or amended, nor may any provision hereof be waived, except by afurther written agreement duly signed by each of the parties.

 

(d)                                 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 to the party addressed as follows;  unless another address has been substitutedby notice so given:

 

To the Director:                                                            tohis/her address as listed on therecords of the Company

 

To the Company:                                                    CourierCorporation15 Wellman AvenueNorth Chelmsford, MA 01863

 

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Copy to:                                                                                                  GoodwinProcter LLPExchange PlaceBoston, MA  02109Attention: F. Beirne Lovely, Jr.

 

IN WITNESS WHEREOF, the Company has caused thisinstrument to be executed by the undersigned on its behalf, and its corporateseal to be affixed as of the date set forth below.

 
| Date of grant:   | COURIER  CORPORATION |
|------------------|----------------------|
|             | , 20                 |   |   |   |
|             |                 |
| (Corporate Seal) | By:                  |   |   |
|             |                 |
| Attest:          |                 |
|             |                 |
|             |                 |   |
| Assistant Clerk  |                 |
|                  |                      |  |  |  |  |  |  |

 

A C C E P T A N C E

 

I hereby accept the foregoing Agreement in accordancewith its terms and conditions and in accordance with the terms and conditionsof the Courier Corporation 2005 Stock Equity Plan for Non-Employee Directors.

 
|   |   |       |   |
|--------|--------|------------|--------|
| (Date) |   | (Director) |   |

 

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