**Exhibit 10.15**

 

COURIER CORPORATION

 

Non-Qualified Stock 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 2005 StockEquity Plan for Non-Employee Directors” (as amended to date and from time totime, 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;

 

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 herein set forth.  ThisOption is not intended to qualify as an incentive stock option pursuant to Section 422of the Internal Revenue Code of 1986, as amended (the “Code”).

 

2.                                       OptionPrice.  This Option may be exercisedat the price of $           per share of Stock, subject to adjustment as provided in Section 9.

 

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3.                                       Termand Exercisability of Option.  ThisOption shall be immediately exercisable and shall expire at the close ofbusiness on                              ,20    , unless sooner terminated in accordance with Section 6.

 

4.                                       Methodof Exercise.  At any time from andafter the date on which the Option has become exercisable, it may be exercisedby written notice to the Company stating the number of shares with respect towhich it is being exercised, accompanied by payment in full for suchshares.  As soon as practicable after itsreceipt of such notice and payment, the Company shall, without transfer orissue tax to the Optionee (or other person entitled to exercise this Option),deliver the shares to the Optionee (or other person entitled to exercise thisOption), either electronically or by means of a stock certificate; provided,however, that the time of such delivery may be postponed by the Company forsuch period as may be required for it with reasonable diligence to comply withany applicable requirements of law. Payment of the option price may be made in accordance with the provisionsof Section 7(e) of the Plan.

 

5.                                       Non-assignabilityof Option Rights.  Except as allowedby the Plan as it may be amended from time to time, this Option shall not beassignable or transferable by the Optionee, and shall be exercisable duringhis/her lifetime only by him/her.

 

6.                                       Effectof Termination of Directorship or Death. The Option shall terminate immediately upon the termination for cause ofthe Optionee’s office as a Director of the Company.  For purposes of this Agreement, terminationof the Optionee’s Directorship for cause shall mean termination on account ofhis/her fraud, dishonesty or other acts detrimental to the interests of theCompany or any Subsidiary.  In the eventthat the status of the Optionee as a Director of the Company terminates for anyreason other than for cause or the Optionee’s death, the Option shall

 

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terminate on the earlierof three months after the date on which the Optionee ceases to be a Director ofthe Company, or at its scheduled expiration date as set forth in Section 3.

 

In theevent of the death of the Optionee during his/her term of office as a Directorof the Company or during the three-month period described in the precedingsentence, the Option shall terminate on the earlier of one year after the dateof his/her death or at its scheduled expiration date as set forth in Section 3.  After the death of the Optionee, his/herexecutor, administrator or any person to whom the Option may be transferred bywill or by the laws of descent and distribution shall have the right toexercise the Option to the extent to which the Optionee could have exercised itat the time of his death.

 

7.                                       Compliancewith Requirements of Law.  TheCompany shall not be obligated to sell or issue any shares pursuant to thisOption unless the shares with respect to which this option is being exercisedare at that time effectively registered or exempt from registration under theSecurities Act of 1933, as amended.  Inthe event shares or other securities shall be issued which shall not be soregistered, the Optionee hereby represents, warrants and agrees that he/shewill receive such shares or other securities for investment and not with a viewto the resale or distribution thereof, and will execute an appropriateinvestment letter satisfactory to the Company and its counsel.

 

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.

 

9.                                       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

 

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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 shares as to which this Option, orportion hereof then unexercised, shall be exercisable, to the end that theOptionee’s proportionate interest shall be maintained as before the occurrenceof such event.

 

10.                                 Timefor Acceptance.  Unless the Optioneeshall evidence his/her acceptance of this Option by execution of this Agreementwithin seven (7) days after its delivery to him/her, the Option and thisAgreement shall be null and void.

 

11.                                 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 or understandings.  This Agreement may not be modified oramended, nor may any provision hereof be waived, except by a further writtenagreement duly signed by each of the parties.

 

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(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 asfollows;  unless another address has beensubstituted by notice so given:

 

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

 

To the Company:                                                    CourierCorporation15 Wellman AvenueNorth Chelmsford, MA 01863

 

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

 

INWITNESS WHEREOF, the Company has caused this instrument to be executed by theundersigned on its behalf, and its corporate seal to be affixed as of the dateset forth below.

 
| Date of grant:   | COURIER  CORPORATION |
|------------------|----------------------|
|             | , 20                 |   |   |   |
|             |                 |
| (Corporate Seal) | By:                  |   |   |
|             |                 |
| 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 2005Stock Equity Plan for Non-Employee Directors.

 
|   |   |       |   |
|--------|--------|------------|--------|
| (Date) |   | (Optionee) |   |

 

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