**Exhibit 10.12**

 

COURIER CORPORATION

 

# Non-Qualified Stock Option Agreement

 

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” (asamended to date and from time to time, the “Plan”); and

 

WHEREAS, the Board of Directors of the Company (the “Board”)has authorized the grant of this stock option pursuant and subject to the termsof the Plan, a copy of which is attached hereto and incorporated herein;

 

WHEREAS, the Board has designated this stock option anon-qualified 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 theOptionee 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 1,107 shares of its Common Stock, par value $1.00 per share (“Stock”),upon the terms and conditions set forth in the Plan and upon the additionalterms and conditions contained herein. This Option is not intended to qualify as an incentive stock option orto qualify for special federal income tax treatment pursuant to Section 422A ofthe Internal Revenue Code of 1986, as amended (the “Code”).

 

2.     Option Price.  This option may be exercised at the optionprice of $40.75 per share of Stock, subject to adjustment as provided hereinand in the Plan.

 

3.     Term and Exercisability of Option.  This Option shall expire at the close ofbusiness on September 22, 2011 and be exercisable in accordance with andsubject to the conditions set forth in the attached Schedule A.

 

4.     Method of Exercise.  To the extent that the right to purchaseshares of stock has accrued hereunder, this Option may be exercised from timeto time by written notice to the company, substantially in the form attachedhereto as Exhibit 1, stating the number of shares with respect to which thisOption is being exercised, and accompanied by payment acceptable to the Companyin accordance with Section 5 (c) of the Plan. As soon as practicable after its

 

----

 

receipt of such notice,the Company shall, without transfer or issue tax to the Optionee (or otherperson entitled to exercise this Option), deliver to the Optionee (or otherperson entitled to exercise this Option), at the principal executive offices ofthe Company or such other place as shall be mutually acceptable, a certificateor certificates for such shares out of theretofore authorized but unissuedshares or reacquired shares of its stock as the company may elect; provided, however,that the time of such delivery may be postponed by the Company for such periodas may be required for it with reasonable diligence to comply with anyapplicable requirements of law.  Paymentof the option price may be made in cash or cash equivalents, or, in accordancewith the terms and conditions of Section 5(c) of the Plan, in whole or in partin shares of stock of the Company; provided, however, that the Board reservesthe right upon receipt of any written notice of exercise from the Optionee torequire payment in cash with respect to the shares contemplated in suchnotice.  If the Optionee (or other personentitled to exercise this Option) fails to pay for and accept delivery of allof the shares specified in such notice upon tender of delivery thereof, his/herright to exercise this Option with respect to such shares not paid for may beterminated by the Company.

 

5.     Withholding Taxes.  The Optionee hereby agrees, as a condition toany exercise of this Option, to provide to the Company an amount sufficient tosatisfy its obligation to withhold certain federal, state and local taxesarising by reason of such exercise (the “Withholding Amount”), by (a)authorizing the Company to withhold the Withholding Amount from her/his cashcompensation, (b) remitting the Withholding Amount to the Company in cash, or(c) paying the Withholding Amount in whole or in part in the form of shares ofCommon Stock, by delivering shares already owned by him/her or by authorizingthe Company to withhold from the shares to be issued in accordance with Section5(c) of the Plan; provided that to the extent that the Withholding Amount isnot provided by one or a combination of such methods, the Company may at itselection withhold from the Stock delivered upon exercise of this Option thatnumber of shares having a fair market value, on the date of exercise,sufficient to eliminate any deficiency in the Withholding Amount.

 

6.     Non-assignability of Option.  This Option shall not be assignable ortransferable by the Optionee except by will or by the laws of descent anddistribution.  During the life of theOptionee, this Option shall be exercisable only by him/her.

 

7.     Compliance with Securities Act.  The Company shall not be obligated to sell orissue any shares of stock or other securities pursuant to the exercise of thisOption unless the shares of stock or other securities with respect to whichthis Option is being exercised are at that time effectively registered orexempt from registration under the Securities Act of 1933, as amended, andapplicable state securities laws.  In theevent 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 their resale or distribution, and will execute an appropriate investmentletter satisfactory to the Company and its counsel.

 

8.     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 legend setting forth the restrictions on theirtransferability described in Section 5 hereof.

 

9.     Rights as Stockholder.  The Optionee shall have no rights as astockholder with respect to any shares covered by this Option until the date ofissuance of a stock certificate to him/her for such shares.  No adjustment shall be made for dividends orother rights for which the record date is prior to the date such stockcertificate is issued.

 

10.   Termination or Amendment of Plan.  The Board may terminate or amend the Plan atany time.  No such termination oramendment will affect rights and obligations under this Option, to the extentit is then in effect and unexercised.

 

11.   Effect Upon Employment.  Nothing in this Option or the Plan shall beconstrued to impose any obligations upon the Company to retain the Optionee inits employ.

 

12.   Time for Acceptance.  Unless the Optionee shall evidence his/heracceptance of this Option by execution of this Agreement within ten (10) daysafter its delivery to him/her, the Option and this Agreement shall be null andvoid.

 

13.   General Provisions.

 

(a)       Amendment;Waivers.  This agreement, includingthe Plan, contains the full and complete understanding and agreement of theparties hereto as to the subject matter hereof and may not be modified oramended, nor may any provision hereof be waived, except by a further writtenagreement duly signed by each of the parties. The waiver by either of the parties hereto of any provision hereof inany instance shall not operate as a waiver of any other provision hereof or inany other instance.

 

(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 thesections of this Agreement and of the Plan are included for convenience onlyand shall not 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 party addressed as follows, unless anotheraddress has been substituted by notice so given:

 
| 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 LLP                                             |
|             | Exchange Place                                                  |
|             | Boston, Massachusetts 02109                                     |

 

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* |                               |   |   |
| 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:    |                      |
|               |                      |                   |
|               |                      |                   |
|                    |                           |                        |        |  |

 

----

*Also sign Schedule A

 

----

 

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                    |
|                         |          |  |

 

----

 
|   | EXHIBIT 1 to        |
|--------|---------------------|
|   | Non-Qualified Stock |
|   | Option Agreement    |

 

Courier Corporation

15 Wellman Avenue

North Chelmsford, Massachusetts 01863

 

Re:   Exercise of Non-Qualified Option under CourierCorporation

1993 Amended and RestatedStock Incentive Plan

 

Gentlemen:

 

Please take notice thatthe undersigned hereby elects to exercise the stock option granted to                                        on                                       ,19         , by and to the extentof purchasing shares of the Common Stock of Courier Corporation, for the optionprice of $           pershare, subject to the terms and conditions of the Non-Qualified Stock OptionAgreement between                                        and Courier Corporation dated as of                                        ,19        .

 

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) |

 

----