**Exhibit 10.5**

 

**STOCK GRANT AGREEMENT**

 

AGREEMENTmade September 23, 2004 by and between COURIER CORPORATION, aMassachusetts Corporation (“Courier”), and James F. Conway III (“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 are made tocertain key employees of Courier or its subsidiaries so that they may have adirect 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 awards toEmployee pursuant to the Plan 1,250 shares of its Common Stock, $1.00 par value(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, atwhich time 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 thatEmployee’s employment with Courier or its subsidiary terminates before theAwarded Shares vest in accordance with the above schedule,  Employee shall forfeit the Awarded Shares toCourier and shall receive no compensation therefore; provided, however, thatthe Awarded Shares shall become nonforfeitable upon the occurrence of either ofthe following events before the vesting dates listed above and during Employee’semployment by Courier 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 this Section 2,Employee agrees to execute and deliver to Courier herewith a blank stock powerwith 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 2of this Agreement, and any attempted transfer, pledge or other dispositionduring that period shall be void and without effect.  Employee agrees that after the Awarded Shareshave become nonforfeitable, he will give written advance notice to Courier ofhis intention to effect any transfer, pledge or disposition of any of theAwarded Shares or any interest therein, describing the method and terms of theproposed transfer, pledge or disposition. Upon receipt by Courier of such notice, if in the opinion of counsel toCourier the proposed transfer, pledge or disposition may be effected, Employeeshall thereupon be entitled to transfer, pledge or dispose of the same inaccordance with the terms of such notice. Employee will indemnify Courier for any liability (including allreasonable costs, expenses and attorney’s fees incident thereto) which it maysustain by reason of any violation of the Act or any other applicablesecurities statute occasioned by any act on Employee’s part with respect to theAwarded 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:

 

“Theshares represented by this certificate are subject to restrictions contained ina Stock Grant Agreement dated September 23, 2004, a copy of which isavailable at the principal 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.

 

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

 
|   | COURIER  CORPORATION           |
|--------|--------------------------------|
|   |                           |
|   | By                             | *s/ Robert P. Story, Jr.* |   |
|   | Senior  Vice President and CFO |
|   |                           |
|   |                           |
|   | Employee:                      |
|   |                           |
|   | *s/ James F. Conway III*       |   |

 

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