**Exhibit10.1**

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**TERMS AND CONDITIONS OF THE**

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**COURIER CORPORATION DEFERREDCOMPENSATION PROGRAMAS AMENDED AND RESTATED AS OF JANUARY 1, 2009**

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# 1.             Eligibility inthe Courier Corporation Deferred Compensation Program (the “Program”) shall begranted to the following employees of Courier Corporation (the “Company”) whohave been designated by the Board of Directors of the Company (the “Board”) asbeing eligible for the Program:  James F.Conway III, Robert P. Story, Jr., and Thomas A. Osenton (the “Participants”).  The Board shall have full power anddiscretion to name additional employees of the Company as Participants and atsuch times as it shall decide in its sole discretion.  Effective January 1, 2008, Peter M.Folger, the Senior Vice President and Chief Financial Officer of theCorporation, shall also be a Participant.

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# 2.             Eachcapitalized term herein shall have the same meaning attributed to such term inthe Courier Profit Sharing and Savings Plan (the “Plan”), except as otherwiseprovided.

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# 3.             (a)           Retroactive Award.  Each Participant who is actively employed bythe Company on November 6, 1997 shall receive a deferred compensationaward in an amount equal to the sum of the differences for each of 1994, 1995,and 1996 between (i) the amount of the Profit Sharing Contributions towhich he would have been entitled under the Plan and the amount of ESOPContributions to which he would have been entitled under the Courier EmployeeStock Ownership Plan (the “ESOP”), were such Participant’s Compensation underthe Plan and the ESOP not limited each year to $150,000 (or such amount as maybe increased from time to time pursuant to Section 401(a)(17) of the Code)as provided in Section 2.10 of the Plan and 2.10 of the ESOP for suchcalendar year, and (ii) the actual amount of Profit Sharing Contributionscredited to such Participant’s Profit Sharing Contribution Account under thePlan and the actual amount of ESOP Contributions credited to such Participant’sAccount under the ESOP for such calendar year. Such award shall be adjusted with interest in an amount determined atthe discretion of the Administrator (as such term is defined in Paragraph 15hereof) and credited to a separate book account (a “Deferred CompensationAccount”) in the Participant’s name on or before December 31, 1997.

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## (b)           Annual Award.  Each Participant who is actively employed bythe Company on the last day of each calendar year beginning on and after January 1,1997 shall receive a deferred compensation award for such calendar year in anamount equal to the difference between (i) the amount of the ProfitSharing Contributions and ESOP Contributions to which he would have beenentitled under Sections 7.3 and 7.5 of the Plan were such Participant’sCompensation under the Plan not limited to the amount imposed by Section 401(a)(17)of the Code, and (ii) the actual amount of Profit Sharing Contributionsand ESOP Contributions credited to such Participant’s Profit SharingContribution Account and ESOP Account for such calendar year.  All amounts awarded to a Participant underthis Paragraph 3(b) shall be credited to the Deferred Compensation Accountin his name the following calendar year.

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## (c)           Special Award to Mr. PeterFolger.  In the case of theParticipant Mr. Peter Folger, he shall be eligible for an annual awardunder Section 3(b) for calendar year 

 

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## 2007and each year thereafter subject to the terms of the Program as if he had beenparticipating in the Program effective as of January 1, 2007.

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# 4.             On or before January 15thof each calendar year, beginning with January 15, 1999, the amountstanding to the credit of a Participant’s Deferred Compensation Account on suchdate shall be adjusted for deemed earnings or losses as if such amount had beeninvested in the Participant’s investment choice for the entire precedingcalendar year.  The reasonabledetermination of such adjustment by the Administrator shall be conclusive andbinding on all Participants and their Beneficiaries.  The investment choices available toParticipants shall be as specified by the individual appointed by the Board toadminister the Program pursuant to Paragraph 16 hereof (the “Administrator”)from time to time, but each Participant may select only one investment choicefor each annual period on a prospective basis. On an ongoing basis, each Participant must make an investment choice fora calendar year prior to January 15 of such calendar year.  If a Participant fails to make a timelyelection, such Participant’s investment choice which was in effect for theprior calendar year will continue in effect, unless such failure occurs in1998, in which event the Administrator shall make an election on behalf of suchParticipant.

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# 5.             During hisperiod of active employment, each Participant shall be fully vested in allamounts credited to his Deferred Compensation Account, but no Participant shallhave any rights to the amounts which he has been awarded hereunder.  Participation in the Program, and any actionstaken pursuant to the Program, shall not create or be deemed to create a trustor fiduciary relationship of any kind between the Company and theParticipant.  The Company may, but shallhave no obligation to, establish any separate fund, reserve, or escrow or toprovide security with respect to any amounts awarded under the Program.  Any assets of the Company which are set asidein any separate fund, reserve or escrow shall continue for all purposes to be apart of the general assets of the Company, with title to the beneficialownership of any such assets remaining at all times in the Company.  No Participant, nor his legalrepresentatives, nor any of his beneficiaries shall have any right, other thanthe right of an unsecured general creditor of the Company, in respect of theDeferred Compensation Account established hereunder, and such persons shallhave no property interest whatsoever in any specific assets of the Company.

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# 6.             Upon aParticipant’s Separation from Service with the Company for any reason otherthan Retirement or death, the Participant shall be entitled to receive all amountsstanding to the credit of his Deferred Compensation Account (including amountsto be credited under Paragraph 3(b) for the prior calendar year), asadjusted for earnings or losses based on the total investment return based onthe Participant’s investment choice through December 31 of the yearpreceding the year of Separation from Service in one (1) lump sumpayment.  Such payment shall be madewithin 60 days after the Participant’s Separation from Service, or in the caseof a Participant who is a Specified Employee, in the seventh month after theParticipant’s Separation from Service, if later.  Such payment shall completely discharge theCompany’s obligation under the Program.

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# 7.             Upon theRetirement of a Participant, the termination of the Participant’s employmentwith the Company by reason of death, or the Participant’s Disability, theParticipant (or his Beneficiary, in the case of death) shall be entitled toreceive all amounts standing to the credit of his Deferred Compensation Accountas of the December 31 preceding the Participant’s 

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# Retirement,death or Disability, as the case may be, as well as any amounts to be creditedunder Paragraph 3(b) for the prior calendar year, all as adjusted for earningsor losses based on the total investment return of the Participant’s investmentchoice from January 1 of the year of termination until the Participant’sRetirement, death or Disability, as the case may be, in one (1) lump sumpayment.  The Company shall also creditto the Participant’s Deferred Compensation Account an award for the year ofRetirement, death or Disability, as the case may be, as calculated pursuant toParagraph 3(b), but based on the Participant’s Compensation earned through thedate of Retirement, death or Disability, as the case may be, and based on therate of Profit Sharing Contributions and ESOP Contributions estimated by theAdministrator in good faith.  In the caseof death or Disability, such payment shall be made within 60 days after theParticipant’s death or determination of Disability.  In the case of the Participant’s Retirement,such payment shall be made within 60 days after the Participant’s Separationfrom Service, or in the case of a Participant who is a Specified Employee, inthe seventh month after the Participant’s Separation from Service.  Such payment shall completely discharge theCompany’s obligation under the Program.

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# 8.             For purposeshereof, the following terms shall have the following meanings:

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## (a)           “Disability.”  A Participant is considered to have incurreda “Disability” if he is (i) unable to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairmentthat can be expected to result in death or can be expected to last for acontinuous period of not less than 12 months, or (ii) by reason of anymedically determinable physical or mental impairment which can be expected tolast for a continuous period of not less than 12 months, receiving incomereplacement benefits for a period of not less than three (3) months underan accident and health plan covering employees of the Company.

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## (b)           “Retirement” meansSeparation from Service after a Participant has attained age 55 and completedten Years of Service, or has attained age 65, whichever is earlier.

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## (c)           “Separation fromService” or “Separates from Service” occurs when the Company and theParticipant reasonably anticipate that no further services would be performedby the Participant for the Company after a certain date or that the level ofbona fide services the Participant would perform for the Company after suchdate (whether as an Employee or as an independent contractor) would permanentlydecrease to no more than 20 percent of the average level of bona fide servicesperformed by the Participant for the Company over the immediately preceding36-month period (or period of employment, if less than 36 months).  For purposes hereof, the term “Company”includes any other entity that is part of the Company’s controlled group asdefined in Section 414(b) or (c) of the Code, except that inapplying Section 1563(a)(1), (2) and (3) of the Code, thelanguage “at least 50 percent” is used instead of “at least 80 percent.”

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## (d)           “Specified Employee”shall have the meaning specified in Section 409A(a)(2)(B)(i) of theCode.

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# 9.             Notwithstandinganything to the contrary contained herein, in the event of a good faithdetermination by the Administrator that any of the following acts or omissionswere committed by a Participant, then such Participant shall immediatelyforfeit all rights to amounts 

 

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# creditedto such Participant’s Deferred Compensation Account, and the Participant, hisestate, his legal representative and his Beneficiaries shall have no furtherrights with respect to such Participant’s Deferred Compensation Account or anyclaims against the Company under this Program:

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## (a)           dishonest statementsor acts of the Participant with respect to the Company, or any subsidiary oraffiliate of the Company;

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## (b)           the commission by orindictment of the Participant for (i) a felony or (ii) anymisdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,”for these purposes, meaning an indictment, probable cause hearing or any otherprocedure pursuant to which an initial determination of probable or reasonablecause with respect to such offense is made);

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## (c)           gross negligence,willful misconduct or insubordination of the Participant with respect to theCompany or any subsidiary or affiliate of the Company; or

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## (d)           breach by theParticipant of any contract with, or other obligation to, the Company.

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# 10.           Anydistribution of deferred compensation payments will be reduced by the amountsrequired to be withheld pursuant to any governmental law or regulation withrespect to taxes or similar provisions.

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# 11.           If aParticipant who has deferred compensation under the Program dies before he hasreceived full payment of the amount credited to his Deferred CompensationAccount, such unpaid portion shall be paid to the Participant’s Beneficiary asdesignated by the Participant in writing. If no Beneficiary has been designated or if a designated Beneficiary haspredeceased the Participant, such unpaid portion shall be paid to the Participant’sestate.

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# 12.           The deferredcompensation payable under this Program shall not be subject to alienation,assignment, garnishment, execution, or levy of any kind, and any attempt tocause any compensation to be so subjected shall not be recognized.  Notwithstanding the foregoing, a Participant’sdeferred compensation may be assigned to another person to the extent necessaryto fulfill a domestic relations order (as defined in Section 414(p)(1)(B) ofthe Code).

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# 13.           All expensesincurred, or taxes paid by the Company, and attributable to a Participant’sDeferred Compensation Account shall be borne by the Company and shall notreduce the amount credited to such Deferred Compensation Account.

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# 14.           Nothing in thisProgram shall be construed as giving any Participant the right to be retainedin the employ of the Company in any capacity. The Company expressly reserves the right to dismiss any employee, at anytime, without liability for the effect which such dismissal may have upon suchemployee hereunder.

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# 15.           This Programmay be amended in any way or may be terminated, in whole or in part, at anytime, and from time to time, by the Board. The foregoing provisions of this paragraph notwithstanding, no amendmentor termination of the Program shall adversely affect 

 

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# theamounts payable hereunder on account of compensation awarded under the Programprior to the effective date of such amendment or termination.

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# 16.           The Board shalldelegate the administration of this Program to an individual who shall serve asthe Administrator.  The Administratorshall have the exclusive discretionary authority to determine eligibility forand the amounts of benefits under the Program, make factual determinations,construe and interpret terms of the Program, supply omissions and determine anyquestions which may arise in connection with its operation andadministration.  Its decisions or actionsin respect thereof, including any determination of any amount credited orcharged to the Participant’s Deferred Compensation Account or the amount orrecipient of any payment to be made therefrom, shall be conclusive and bindingfor all purposes upon the Company and upon any and all Participants, theirBeneficiaries, and their respective heirs, distributees, executors,administrators and assignees; subject, however, to the right of a Participantor his Beneficiary to file a written claim under the provisions of Paragraph23.

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# 17.           All notices,elections, or designations by a Participant to the Company shall be deliveredin person or by registered mail, postage prepaid, and noted to be brought tothe attention of the Administrator.

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# 18.           The terms ofthis Program shall be binding upon and shall inure to the benefit of theCompany and its successors or assigns and each Participant and hisBeneficiaries, heirs, executors, and administrators.

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# 19.           Subject to itsobligation to pay the amount credited to the Participant’s DeferredCompensation Account at the time distribution is called, neither the Company,any person acting on behalf of the Company, nor the Administrator shall beliable for any act performed or the failure to perform any act with respect tothe terms of the Program, except in the event that there has been a judicialdetermination of willful misconduct on the part of the Company, such person orthe Administrator.

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# 20.           This Program,and all actions taken hereunder, shall be governed by and construed inaccordance with the laws of the Commonwealth of Massachusetts, except as suchlaws may be superseded by any applicable Federal laws.

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# 21.           Notwithstandinganything to the contrary contained herein, in the event of a “Change inControl,” each Participant shall have the right to receive a distribution,within 30 days of such Change in Control, of all amounts standing to the creditof his Deferred Compensation Account as of the December 31 preceding thedate of the Change in Control, as adjusted for earnings and losses based on thetotal investment return of the Participant’s investment choice from January 1of the year of the Change in Control until the actual date of such Change inControl, in one (1) lump sum payment. “Change in Control” shall mean a change in the ownership or effectivecontrol of the Company or change in the ownership of a substantial portion ofthe assets of the Company within the meaning of Section 409A of the Codeand the regulations promulgated thereunder.

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# 22.           This Programshall be effective as of November 6, 1997.

 

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# 23.           (a)           All claims for benefits under thisProgram shall be filed in writing with the Administrator in accordance withsuch procedures as the Administrator shall reasonably establish.

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## (b)           The Administratorshall, within 90 days of submission of a claim, provide adequate notice inwriting to any claimant whose claim for benefits under the Program has beendenied.  Such notice shall contain thespecific reason or reasons for the denial and references to specific Programprovisions on which the denial is based. The Administrator shall also provide the claimant with a description ofany material or information which is necessary in order for the claimant toperfect his claim and an explanation of why such information is necessary.  If special circumstances require an extensionof time for processing the claim, the Administrator shall furnish the claimanta written notice of such extension prior to the expiration of the 90-dayperiod.  The extension notice shallindicate the reasons for the extension and the expected date for a finaldecision, which date shall not be more than 180 days from the initial claim.

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## (c)           The Administratorshall, upon written request by a claimant within 60 days of receipt of thenotice that his claim has been denied, afford a reasonable opportunity to suchclaimant for a full and fair review by the Administrator of the decisiondenying the claim.  The Administratorwill afford the claimant an opportunity to review pertinent documents andsubmit issues and comments in writing. The claimant shall have the right to be represented.

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## (d)           The Administratorshall, within 60 days of receipt of a request for a review, render a writtendecision on his review.  If specialcircumstances require extra time for the Administrator to review his decision,the Administrator will attempt to make his decision as soon as practicable, andin no event will the Administrator take more than 120 days to send the claimanta written notice of his decision.

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IN WITNESS WHEREOF, this amended and restated Program has been signedand sealed for and on behalf of the Company by its duly authorized officer this11th day of December, 2008.

 
|   | COURIER CORPORATION |
|--------|---------------------|
|   |                | * * |
|   |                | * * |
|   | By:                 | *s/ Diana  L. Sawyer* |
|   | Title:              | Vice  President |

 

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