**Exhibit 10.4**

 

COURIER CORPORATION

 

# Non-QualifiedStock Option Agreement

 

Thisagreement made as of this 23rd day of September, 2004 by and between CourierCorporation, a Massachusetts corporation, (the “Company”) and James F. ConwayIII (the “Optionee”).

 

WITNESSETH THAT:

 

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

 

WHEREAS,the Board 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,the Board 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 5,173 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 422Aof 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.               Termand Exercisability of Option.  ThisOption shall expire at the close of business on September 22, 2011 and beexercisable in accordance with and subject to the conditions set forth in theattached Schedule A.

 

4.               Methodof Exercise.  To the extent that theright to purchase shares of stock has accrued hereunder, this Option may beexercised from time to time by written notice to the company, substantially inthe form attached hereto as Exhibit 1, stating the number of shares withrespect to which this Option is being exercised, and accompanied by paymentacceptable to the Company in accordance with Section 5 (c) of thePlan.  As soon as practicable after its

 

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receipt of such notice, the Company shall, without transfer or issuetax to the Optionee (or other person entitled to exercise this Option), deliverto the Optionee (or other person entitled to exercise this Option), at theprincipal executive offices of the Company or such other place as shall bemutually acceptable, a certificate or certificates for such shares out oftheretofore authorized but unissued shares or reacquired shares of its stock asthe company may elect; provided, however, that the time of such delivery may bepostponed by the Company for such period as may be required for it withreasonable diligence to comply with any applicable requirements of law.  Payment of the option price may be made incash or cash equivalents, or, in accordance with the terms and conditions of Section 5(c)of the Plan, in whole or in part in shares of stock of the Company; provided,however, that the Board reserves the right upon receipt of any written noticeof exercise from the Optionee to require payment in cash with respect to theshares contemplated in such notice.  Ifthe Optionee (or other person entitled to exercise this Option) fails to payfor and accept delivery of all of the shares specified in such notice upontender of delivery thereof, his/her right to exercise this Option with respectto such shares not paid for may be terminated by the Company.

 

5.                                       WithholdingTaxes.  The Optionee hereby agrees,as a condition to any exercise of this Option, to provide to the Company anamount sufficient to satisfy its obligation to withhold certain federal, stateand local taxes arising by reason of such exercise (the “Withholding Amount”),by (a) authorizing the Company to withhold the Withholding Amount from her/hiscash compensation, (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 sharesof Common Stock, by delivering shares already owned by him/her or byauthorizing the Company to withhold from the shares to be issued in accordancewith Section 5(c) of the Plan; provided that to the extent that theWithholding Amount is not provided by one or a combination of such methods, theCompany may at its election withhold from the Stock delivered upon exercise ofthis Option that number of shares having a fair market value, on the date ofexercise, sufficient to eliminate any deficiency in the Withholding Amount.

 

6.                                       Non-assignabilityof Option.  This Option shall not beassignable or transferable by the Optionee except by will or by the laws ofdescent and distribution.  During thelife of the Optionee, this Option shall be exercisable only by him/her.

 

7.                                       Compliancewith Securities Act.  The Companyshall not be obligated to sell or issue any shares of stock or other securitiespursuant to the exercise of this Option unless the shares of stock or othersecurities with respect to which this Option is being exercised are at thattime effectively registered or exempt from registration under the SecuritiesAct of 1933, as amended, and applicable state securities laws.  In the event shares or other securities shallbe issued which shall not be so registered, the Optionee hereby represents,warrants and agrees that he/she will receive such shares or other securitiesfor investment and not with a view to their resale or distribution, and willexecute an appropriate investment letter satisfactory to the Company and itscounsel.

 

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.                                       Rightsas Stockholder.  The Optionee shallhave no rights as a stockholder with respect to any shares covered by thisOption until the date of issuance of a stock certificate to him/her for suchshares.  No adjustment shall be made fordividends or other rights for which the record date is prior to the date such stockcertificate is issued.

 

10.                                 Terminationor Amendment of Plan.  The Board mayterminate or amend the Plan at any time. No such termination or amendment will affect rights and obligationsunder this Option, to the extent it is then in effect and unexercised.

 

11.                                 EffectUpon Employment.  Nothing in thisOption or the Plan shall be construed to impose any obligations upon theCompany to retain the Optionee in its employ.

 

12.                                 Timefor Acceptance.  Unless the Optioneeshall evidence his/her acceptance of this Option by execution of this Agreementwithin ten (10) days after its delivery to him/her, the Option and thisAgreement shall be null and void.

 

13.                                 GeneralProvisions.

 

(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,

 

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postage prepaid, to theparty addressed as follows, unless another address has been substituted bynotice 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                                    |

 

INWITNESS WHEREOF, the Company has caused this Agreement to be executed by itsofficer thereunto duly authorized, and its corporate seal to be affixed as ofthe date set forth below.

 

Date of grant:  September 23, 2004

 
|                       | COURIER  CORPORATION                  |
|----------------------------|---------------------------------------|
|                       |                                  |
| (Corporate seal)           | By:                                   | *s/Robert P. Story, Jr.* |   |
|                       |                                  |
|                       | Title: Senior  Vice President and CFO |
|                       |                                  |
| Attest:                    |                                  |
|                       |                                  |
| *s/Mary  Gail D. McCarthy* |                                  |   |
| Assistant Clerk            |                                  |
|                            |                                       |  |  |  |

 

 

A C C E P T A N C E

 

Ihereby accept the foregoing Option in accordance with its terms and conditionsand in accordance with the terms and conditions of the Courier Corporation 1993Amended and Restated Stock Incentive Plan.

 
| *December 3,  2004* |                     | *s/ James F. Conway III* |   |
|--------------------------|--------------------------|--------------------------|--------|
| 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 theextent that this Option has not become exercisable at the date of thetermination of the Optionee’s employment or other involvement with the Companyor its Subsidiary, it shall expire as of that date.  In the event that before this Option has beenexercised in full, the Optionee ceases to be an employee of the Company or itsSubsidiary for any reason other than his/her discharge for cause, his/her deathor his/her retirement on account of disability, he/she may exercise this Optionto the extent that it had become exercisable on the date of termination ofhis/her employment, during the period ending on the earlier of (i) the date onwhich the Option expires in accordance with Section 3 of this Agreement or(ii) three months after the date of termination of the Optionee’s employmentwith the Company or its Subsidiary.  Inthe event of the death of the Optionee, or his/her retirement on account ofdisability, before this Option has been exercised in full, the Optionee or thepersonal representative of the Optionee may exercise this Option to the extentthat it had become exercisable on the date of his/her death or his/herretirement on account of disability, during the period ending on the earlier of(i) the date on which the Option expires in accordance with Section 3 ofthis Agreement or (ii) the first anniversary of the date of the Optionee’sdeath or retirement on account of disability.

 

Notwithstandingthe preceding paragraph, this Option shall become fully exercisable in theevent of a “Change in Control” of Courier Corporation (“Courier”), as definedon page 2 of this Schedule A.

 

I acknowledge theforegoing:

 

 
| *s/James  F. Conway III* |   |
|--------------------------|--------|
| (Signature of  Optionee) |
|                     |
| *December 3, 2004*  |   |
| Date                     |
|                          |        |  |

 

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Schedule A

 

A Change in Control shallbe deemed to have occurred if:

 

(a)  there is(i) any consolidation or merger of the Company in which the Company is not thecontinuing or surviving corporation or pursuant to which shares of the Company’sCommon Stock would be converted into cash, securities or other property, otherthan a merger of the company in which the holders of the Company’s Common Stockimmediately prior to the merger have the same proportionate ownership of commonstock of the surviving corporation immediately after the merger, or (ii) anysale, lease, exchange or other transfer (in one transaction or a series ofrelated transactions) of all, or substantially all, of the assets of theCompany, or

 

(b)  thestockholders of the Company approve any plan or proposal for the liquidation ordissolution of the Company, or

 

(c)  any person(as such term is used in Sections 13(d) and 14(d)(2) of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) other than a trust  related to an employee benefit planmaintained by the Company becomes the beneficial owner (within the meaning ofRule 13d-d under the Exchange Act) of 20% or more of the Company’s outstandingCommon Stock, and within the period of 24 consecutive months immediatelythereafter the conditions of paragraph (d) are fulfilled, or

 

(d)  during anyperiod of 24 consecutive months, individuals other than (i) individuals who atthe beginning of such period constitute the entire Board of Directors or (ii)individuals whose election, or nomination for election by the Company’sstockholders, was approved by a vote of at least two-thirds of the directorsthen still in office who were directors at the beginning of the period, becomea majority of the board of Directors.

 

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

 

CourierCorporation

15Wellman Avenue

NorthChelmsford, Massachusetts 01863

 
| Re: | Exercise of  Non-Qualified Option under Courier Corporation  1993 Amended and Restated Stock Incentive Plan |
|-----|-------------------------------------------------------------------------------------------------------------|

 

Gentlemen:

 

Please take notice that the undersigned hereby electsto exercise the stock option granted to                                              on                                             ,19  , by and to the extent of purchasing shares of the Common Stockof Courier Corporation, for the option price of $       per share, subject to the terms and conditions of the Non-Qualified StockOption Agreement between                                               and Courier Corporation dated as of                                              ,19  .

 

The undersigned encloses herewith payment, in cash orin such other property as is permitted under the Plan, of the purchase pricefor said shares.  If the undersigned ismaking payment of any part of the purchase price by delivery of shares of stockof Courier Corporation, he/she hereby confirms that he/she has investigated andconsidered the possible income tax consequences to him/her of making suchpayments in that form.

 

The undersigned hereby specifically confirms toCourier Corporation that he/she is acquiring the shares for investment and notwith a view to their sale or distribution, and that the shares shall be heldsubject to all of the terms and conditions of the Incentive Stock OptionAgreement.

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

 

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