**Exhibit 10.8**

 

COURIER CORPORATION

 

# Non-QualifiedStock Option Agreement

 

This agreementmade as of this 23rd day of September, 2004 by and between Courier Corporation,a Massachusetts corporation, (the “Company”) and Peter D. Tobin (the“Optionee”).

 

WITNESSETH THAT:

 

WHEREAS, theCompany has instituted a program entitled “Courier Corporation 1993 Amended andRestated Stock Incentive Plan” (as amended to date and from time to time, the“Plan”); and

 

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

 

WHEREAS, theBoard has designated this stock option a non-qualified option in accordancewith Section 5 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 1,552 shares of its Common Stock, par value $1.00 per share(“Stock”), upon the terms and conditions set forth in the Plan and upon theadditional terms and conditions contained herein.  This Option is not intended to qualify as anincentive stock option or to qualify for special federal income tax treatmentpursuant to Section 422A of the 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

 

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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 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 cash or cash equivalents, or,in accordance with the terms and conditions of Section 5(c) of the Plan, inwhole or in part in shares of stock of the Company; provided, however, that theBoard reserves the right upon receipt of any written notice of exercise fromthe Optionee to require payment in cash with respect to the shares contemplatedin such notice.  If the Optionee (orother person entitled to exercise this Option) fails to pay for and acceptdelivery of all of the shares specified in such notice upon tender of deliverythereof, his/her right to exercise this Option with respect to such shares notpaid for may be terminated 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

 

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Option will bear a legendsetting forth the restrictions on their transferability described in Section 5hereof.

 

9.     Rights as Stockholder.  The Optionee shall have no rights as a stockholderwith respect to any shares covered by this Option until the date of issuance ofa stock certificate to him/her for such shares. No adjustment shall be made for dividends or other rights for which therecord date is prior to the date such stock certificate 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, including the Plan, containsthe full and complete understanding and agreement of the parties hereto as tothe subject matter hereof and may not be modified or amended, nor may anyprovision hereof be waived, except by a further written agreement duly signedby each of the parties.  The waiver by eitherof the parties hereto of any provision hereof in any instance shall not operateas a waiver of any other provision hereof or in any other instance.

 

(b)      Binding Effect.  This Agreement shall inure to the benefit ofand be binding upon the parties hereto and their respective heirs, executors,administrators, representatives, successors and assigns.

 

(c)       Governing Law.  This Agreement has been executed inMassachusetts and shall be governed by and construed in accordance with the lawof 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,

 

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postage prepaid, to the partyaddressed as follows, unless another address has been substituted by notice sogiven:

 
| 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 WITNESSWHEREOF, the Company has caused this Agreement to be executed by its officerthereunto duly authorized, and its corporate seal to be affixed as of the dateset 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 herebyaccept the foregoing Option in accordance with its terms and conditions and inaccordance with the terms and conditions of the Courier Corporation 1993Amended and Restated Stock Incentive Plan.

 
| *December  3, 2004* | *s/ Peter D. Tobin*      |   |
|---------------------|--------------------------|--------|
| Date                | (Signature of Optionee)* |
|                |                     |
| Notice  Address:    |                     |
|                |                     |   |
|                |                     |   |

 

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| *Also sign  Schedule A |   |
|------------------------|--------|

 

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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 extentthat this Option has not become exercisable at the date of the termination ofthe Optionee’s employment or other involvement with the Company or itsSubsidiary, it shall expire as of that date. In the event that before this Option has been exercised in full, theOptionee ceases to be an employee of the Company or its Subsidiary for anyreason other than his/her discharge for cause, his/her death or his/herretirement on account of disability, he/she may exercise this Option to theextent that it had become exercisable on the date of termination of his/heremployment, during the period ending on the earlier of (i) the date on whichthe Option expires in accordance with Section 3 of this Agreement or (ii) threemonths after the date of termination of the Optionee’s employment with the Companyor its Subsidiary.  In the event of thedeath of the Optionee, or his/her retirement on account of disability, beforethis Option has been exercised in full, the Optionee or the personalrepresentative of the Optionee may exercise this Option to the extent that ithad become exercisable on the date of his/her death or his/her retirement onaccount of disability, during the period ending on the earlier of (i) the dateon which the Option expires in accordance with Section 3 of this Agreement or(ii) the first anniversary of the date of the Optionee’s death or retirement onaccount of disability.

 

I acknowledge the foregoing:

 

 
| *s/ Peter  D. Tobin*     | * * |
|--------------------------|----------|
| (Signature  of Optionee) |
|                     |
|                     |     |
| Date                     |
|                          |          |  |

 

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

 

CourierCorporation

15 WellmanAvenue

NorthChelmsford, Massachusetts 01863

 

Re:   Exercise of Non-QualifiedOption under Courier Corporation1993 Amended and Restated Stock Incentive Plan

 

Gentlemen:

 

Please take notice that the undersigned hereby elects to exercise thestock option granted to                                    on                            ,19         , by and to the extentof purchasing shares of the Common Stock of Courier Corporation, for the optionprice of $          per share,subject to the terms and conditions of the Non-Qualified Stock Option Agreementbetween                                    and Courier Corporation dated as of                                    ,19    .

 

The undersigned encloses herewith payment, in cash or in such other propertyas is permitted under the Plan, of the purchase price for said shares.  If the undersigned is making payment of anypart of the purchase price by delivery of shares of stock of CourierCorporation, he/she hereby confirms that he/she has investigated and consideredthe possible income tax consequences to him/her of making such payments in thatform.

 

The undersigned hereby specifically confirms to Courier Corporationthat he/she is acquiring the shares for investment and not with a view to theirsale or distribution, and that the shares shall be held subject to all of theterms and conditions of the Incentive Stock Option Agreement.

 
|   |   | Very truly  yours,                                           |
|--------|--------|--------------------------------------------------------------|
|   |   |                                                         |
|   |   |                                                         |
|   |   |                                                         |   |
| Date   |   | (Signed by  Optionee or other party  duly exercising option) |
|        |        |                                                              |  |  |

 

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