**Exhibit10.2**

 

**STOCKGRANT AGREEMENT**

 

AGREEMENT made March 14, 2007 by and betweenCOURIER CORPORATION, a Massachusetts Corporation (“Courier”), and RajeevBalakrishna (“Employee”).

 

W I T N E S S E TH :

 

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

 

WHEREAS, Courier has instituted a program entitled “CourierCorporation 1993 Amended and Restated Stock Incentive Plan” (as amended to dateand from time to time, the “Plan”), pursuant to which from time to time awardsof Courier Common Stock are made to certain key employees of Courier or itssubsidiaries so that they may have a direct proprietary interest in Courier’ssuccess and as an incentive to encourage greater efforts to be rendered Courierand its subsidiaries by their key employees;

 

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

 

1.  StockAward.  In consideration of futureservices to be rendered to Courier or a subsidiary thereof by Employee, Courierhereby awards to Employee pursuant to the Plan 507 shares of its Common Stock,$1.00 par value (the “Awarded Shares”). The stock certificate or certificates evidencing the Awarded Sharesshall be held by the Treasurer of Courier at its principal offices until theAwarded Shares have become nonforfeitable in accordance with Section 2 ofthis Agreement, at which time the certificate or certificates shall bedelivered to Employee.

 

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

 
| ** **                       | ** ** | **Incremental** | ** ** | **Cumulative** | ** ** |
|----------------------------------|------------|-----------------|------------|----------------|------------|
| **Date**                         | ** ** | **Amount**      | ** ** | **Amount**     | ** ** |
| On or after  March 14, 2010 |       | 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 shallforfeit the Awarded Shares to Courier and shall receive no compensationtherefore; provided, however, that the Awarded Shares shall becomenonforfeitable upon the occurrence of either of the following events before thevesting dates listed above and during Employee’s employment by Courier or itssubsidiary: (a) Employee’s retirement with the consent of his employer atany time after he has

 

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attained the age offifty-five (55), or (b) action by the Stock Grant Committee of the CourierBoard of Directors to accelerate vesting of the Awarded Shares, on account of amerger, consolidation, acquisition, divestiture or reorganization of Courier orits subsidiaries, or under such other circumstances as the Stock GrantCommittee, 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.  Restrictionson Transfer.  Employee shall nottransfer, pledge, or otherwise dispose of any of the Awarded Shares or anyinterest therein while the Awarded Shares remain subject to forfeiture underthe terms of Section 2 of this Agreement, and any attempted transfer,pledge or other disposition during that period shall be void and withouteffect.  Employee agrees that after theAwarded Shares have become nonforfeitable, he will give written advance noticeto Courier of his intention to effect any transfer, pledge or disposition ofany of the Awarded Shares or any interest therein, describing the method and termsof the proposed transfer, pledge or disposition.  Upon receipt by Courier of such notice, if inthe opinion of counsel to Courier the proposed transfer, pledge or dispositionmay be affected, Employee shall thereupon be entitled to transfer, pledge ordispose of the same in accordance with the terms of such notice.  Employee will indemnify Courier for anyliability (including all reasonable costs, expenses and attorney’s feesincident thereto) which it may sustain by reason of any violation of the Act orany other applicable securities statute occasioned by any act on Employee’spart with respect to the Awarded Shares.

 

4.  StopTransfer Legends.  Employeeauthorizes Courier to place a stop transfer order with its stock transfer agentcovering the Awarded Shares and agrees that each certificate representing theAwarded Shares shall be stamped or otherwise imprinted with a legend insubstantially the following form:

 

“The shares representedby this certificate are subject to restrictions contained in a Stock GrantAgreement dated March 14, 2007, a copy of which is available at theprincipal office of the issuer.”

 

5.  EmploymentRights.  Nothing herein containedshall be construed as altering the present employment relationship betweenEmployee and Courier and its subsidiaries or imposing any obligation uponCourier or its subsidiaries to continue the employment of Employee or uponEmployee to continue 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 WITNESS THEREOF, Courier has caused this Agreementto be executed by its duly authorized officer and the Employee has hereunto sethis hand.

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

 

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