**Exhibit 10.11**

 

**STOCK GRANT AGREEMENT**

 

AGREEMENT made September 23, 2004 by and betweenCOURIER CORPORATION, a Massachusetts Corporation (“Courier”), and Peter M.Folger (“Employee”).

 

W I T N E S S E T H :

 

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 269

shares of its Common Stock, $1.00 par value (the “Awarded Shares”).  The stock certificate or certificatesevidencing the Awarded Shares shall be held by the Treasurer of Courier at itsprincipal offices until the Awarded Shares have become nonforfeitable inaccordance with Section 2 of this Agreement, at which time the certificate orcertificates shall be delivered to Employee.

 

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

 
| **Date**                        | ** ** | **Incremental****Amount** | ** ** | **Cumulative****Amount** | ** ** |
|---------------------------------|------------|---------------------------|------------|--------------------------|------------|
|                            |       |                      |       |                     |       |
| On or after  September 23, 2007 |       | 100                       | %          | 100                      | %          |

 

In the event that Employee’s employment with Courier or its subsidiaryterminates before the Awarded Shares vest in accordance with the aboveschedule,  Employee shall forfeit theAwarded Shares to Courier and shall receive no compensation therefore;provided, however, that the Awarded Shares shall become nonforfeitable upon theoccurrence of either of the following events before the vesting dates listedabove and during Employee’s employment by Courier or its 

 

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subsidiary: (a) Employee’s retirement with the consent of his employerat any time after he has attained the age of fifty-five (55), or (b) action bythe Stock Grant Committee of the Courier Board of Directors to acceleratevesting of the Awarded Shares, on account of a merger, consolidation,acquisition, divestiture or reorganization of Courier or its subsidiaries, orunder such other circumstances as the Stock Grant Committee, in its solediscretion, may consider appropriate.  Tofacilitate the implementation of this Section 2, Employee agrees to execute anddeliver to Courier herewith a blank stock power with respect to the AwardedShares.

 

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 orother disposition during that period shall be void and without effect.  Employee agrees that after the Awarded Shareshave become nonforfeitable, he will give written advance notice to Courier ofhis intention to effect any transfer, pledge or disposition of any of theAwarded Shares or any interest therein, describing the method and terms of theproposed transfer, pledge or disposition. Upon receipt by Courier of such notice, if in the opinion of counsel toCourier the proposed transfer, pledge or disposition may be effected, Employeeshall thereupon be entitled to transfer, pledge or dispose of the same inaccordance with the terms of such notice. Employee will indemnify Courier for any liability (including allreasonable costs, expenses and attorney’s fees incident thereto) which it maysustain by reason of any violation of the Act or any other applicablesecurities statute occasioned by any act on Employee’s part with respect to theAwarded 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 represented by this certificate aresubject to restrictions contained in a Stock Grant Agreement dated September23, 2004, a copy of which is available at the principal 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 the successorsand assigns of Courier and the heirs, executors and administrators of 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/ Peter  M. Folger* |   |
|          |                     |  |  |  |

 

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