**Exhibit 10.3**

 

# **STOCK GRANT AGREEMENT**

 

ThisAgreement is made as of this                             day of                         ,20     by and between Courier Corporation, a Massachusettscorporation (“Courier”) and                                  (“Employee”).

 

WITNESSETH THAT :

 

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

 

WHEREAS,Courier has instituted a program entitled “Courier Corporation 1993 Amended andRestated Stock Incentive Plan” (as amended to date and from time to time, the “Plan”),pursuant to which from time to time awards of Courier Common Stock are made tocertain key employees of Courier or its subsidiaries so that they may have adirect proprietary interest in Courier’s success and as an incentive toencourage greater efforts to be rendered Courier and its subsidiaries by theirkey employees;

 

NOW,THEREFORE, in consideration of the premises and the 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                 shares of its Common Stock, $1.00 par value (the “Awarded Shares”).  The Awarded Shares shall be issued and heldby the Company’s transfer agent in book entry form until the Awarded Shareshave become nonforfeitable in accordance with Section 2 of this Agreement.

 

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

 
| **Date**    | ** ** | **Incremental  Amount** | ** ** | **Cumulative  Amount** | ** ** |
|-------------|------------|-------------------------|------------|------------------------|------------|
| On or after |       |                    | %          |                   | %          |
| On or after |       |                    | %          |                   | %          |
| On or after |       |                    | %          |                   | %          |
| On or after |       |                    | %          |                   | %          |

 

In the event thatEmployee’s employment with Courier or its subsidiary terminates before theAwarded Shares vest in accordance with the above schedule,  Employee shall forfeit the Awarded Shares toCourier and shall receive no compensation therefore; provided, however, that

 

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the Awarded Shares shallbecome nonforfeitable upon the occurrence of either of the following eventsbefore the vesting dates listed above and during Employee’s employment byCourier or its subsidiary: (a) Employee’s retirement with the consent of hisemployer at any time after he has attained the age of fifty-five (55), or (b)action by the Compensation and Management Development Committee of the CourierBoard of Directors (the “Committee”) to accelerate vesting of the AwardedShares, on account of a merger, consolidation, acquisition, divestiture orreorganization of Courier or its subsidiaries, or under such othercircumstances as the Committee, in its sole discretion, may considerappropriate.  To facilitate theimplementation of this Section 2, Employee agrees to execute and deliverto Courier herewith a blank stock power with 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 andterms of 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 effected, 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 theSecurities Act of 1933, as amended or any other applicable securities statuteoccasioned by any act on Employee’s part 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 the Awarded Shares shall belegended in substantially the following form:

 

“Theshares are subject to restrictions contained in a Stock Grant Agreement dated                       ,20    , a copy of which is available at the principaloffice 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.

 

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

 

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of interpretation of thePlan and the rights of the parties hereto under the Plan, the determination ofthe Courier Board of Directors or the Committee 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.

 

INWITNESS THEREOF, Courier has caused this Agreement to be executed by its dulyauthorized officer and the Employee has hereunto set his hand.

 
| (Corporate Seal) | COURIER  CORPORATION |
|------------------|----------------------|
|             |                 |
| Attest:          |                 |
|             |                 |
|             |                 | By |   |
| Assistant Clerk  |                 |   | Chairman,  President and CEO |
|             |                 |
|             |                 |
|             | Employee:            |
|             |                 |
|             |                 |

 

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