**Exhibit10.1**

 

COURIERCORPORATION

 

# Non-Qualified StockOption Agreement

#  

This Agreement made as of this 14th day ofMarch, 2007 by and between Courier Corporation, a Massachusetts corporation,(the “Company”) and Rajeev Balakrishna (the “Optionee”).

 

WITNESSETH THAT:

 

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

 

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

 

WHEREAS, the Board has designated this stock option anon-qualified option in accordance with Section 5 of the Plan;

 

NOW, THEREFORE, inconsideration of the premises and the mutual covenants and agreements hereincontained, 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 2,505 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 422of the Internal Revenue Code of 1986, as amended (the “Code”).

 

2.                                       OptionPrice.  This option may be exercised atthe option price of $38.44 per share of Stock, subject to adjustment asprovided herein and in the Plan.

 

3.                                       Termand Exercisability of Option.  ThisOption shall expire at the close of business on March 14, 2012 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 stating the numberof shares with respect to which this Option is being exercised, and accompaniedby payment acceptable to the Company in accordance with Section 5(c) ofthe Plan.  As soon as practicable afterits receipt of such notice, the Company shall, without transfer 

 

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or issue tax to theOptionee (or other person entitled to exercise this Option), deliver the sharesto the Optionee (or other person entitled to exercise this Option), eitherelectronically or by means of a stock certificate; provided, however, that thetime of such delivery may be postponed by the Company for such period as may berequired for it with reasonable diligence to comply with any applicablerequirements of law.  Payment of theoption price may be made in cash or cash equivalents or in whole or in part inshares of Stock or by means of a “cashless exercise” procedure with a broker,all in accordance with the terms and conditions of Section 5(c) ofthe Plan; provided, however, that the Board reserves the right upon receipt ofany written notice of exercise from the Optionee to require payment in cashwith respect to the shares contemplated in such notice.  If the Optionee (or other person entitled toexercise this Option) fails to pay for and accept delivery of all of the sharesspecified in such notice upon tender of delivery thereof, his/her right toexercise this Option with respect to such shares not paid for may be terminatedby 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 minimum obligation to withhold certainfederal, state and local taxes arising by reason of such exercise (the “WithholdingAmount”), by (a) authorizing the Company to withhold the WithholdingAmount from her/his cash compensation, (b) remitting the WithholdingAmount to the Company in cash, or (c) paying the Withholding Amount inwhole or in part in the form of shares of Common Stock, by delivering sharesalready owned by him/her or by authorizing the Company to withhold from theshares to be issued in accordance with Section 13(c) of the Plan;provided that to the extent that the Withholding Amount is not provided by oneor a combination of such methods, the Company may at its election withhold fromthe Stock delivered upon exercise of this Option that number of shares having afair market value, on the date of exercise, sufficient to eliminate anydeficiency 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.                                       Rightsas Stockholder.  The Optionee shallhave no rights as a stockholder with respect to any shares covered by thisOption until the date of issuance of such shares to him/her eitherelectronically or by means of a stock certificate.  No adjustment shall be made for dividends orother rights for which the record date is prior to the date such shares areissued.

 

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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, 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                               |

 

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|   |   | Copy to: |   | Goodwin Procter LLP          |
|--------|--------|----------|--------|------------------------------|
|   |   |     |   | Exchange Place               |
|   |   |     |   | Boston, Massachusetts  02109 |

 

IN WITNESS WHEREOF, the Company has caused thisAgreement to be executed by its officer thereunto duly authorized, and its corporateseal to be affixed as of the date set forth below.

 
| Date of grant:  March 14, 2007 |   |                                |
|-------------------------------------|--------|-------------------------------------|
|                                |   |                                |
|                                |   | COURIER CORPORATION                 |
|                                |   |                                |
| (Corporate seal)                    |   | By*:*                               | */s/  James F. Conway III* |
|                                |   |                                |
|                                |   | Title: Chairman,  President and CEO |
|                                |   |                                |
| Attest:                             |   |                                |
|                                |   |                                |
| */s/  MaryGail McCarthy*            |   |                                |
| Assistant Clerk                     |   |                                |

 

ACCEPTANCE

 

I hereby accept the foregoing Option in accordancewith its terms and conditions and in accordance with the terms and conditionsof the Courier Corporation 1993 Amended and Restated Stock Incentive Plan.

 
| March 30, 2007 |   | */s/  Rajeev Balakrishna*                                                                         |
|---------------------|--------|---------------------------------------------------------------------------------------------------|
| 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** | ** ** |
| ** **                       | ** ** | **Incremental**                               | ** ** | **Cumulative** | ** ** |
| **Date**                         | ** ** | **Amount**                                    | ** ** | **Amount** | ** ** |
|                             |       |                                          |       |   |   |
| On or after  March 14, 2008 |       | 33 1/3                                        | %          | 33 1/3 | % |
| On or after  March 14, 2009 |       | 33 1/3                                        | %          | 66 2/3 | % |
| On or after  March 14, 2010 |       | 33 1/3                                        | %          | 100 | % |

 

To the extent that this Option has not becomeexercisable at the date of the termination of the Optionee’s employment orother involvement with the Company or its Subsidiary, it shall expire as ofthat date.  In the event that before thisOption has been exercised in full, the Optionee ceases to be an employee of theCompany or its Subsidiary for any reason other than his/her discharge forcause, his/her death or his/her retirement on account of disability, he/she mayexercise this Option to the extent that it had become exercisable on the dateof termination of his/her employment, during the period ending on the earlierof (i) the date on which the Option expires in accordance with Section 3of this Agreement or (ii) three months after the date of termination ofthe Optionee’s employment with the Company or its Subsidiary.  In the event of the death of the Optionee, orhis/her retirement on account of disability, before this Option has beenexercised in full, the Optionee or the personal representative of the Optioneemay exercise this Option to the extent that it had become exercisable on thedate of his/her death or his/her retirement on account of disability, duringthe period ending on the earlier of (i) the date on which the Optionexpires in accordance with Section 3 of this Agreement or (ii) thefirst anniversary of the date of the Optionee’s death or retirement on accountof disability.

 

I acknowledge theforegoing:

 

 
| */s/  Rajeev Balakrishna* |   |
|---------------------------|--------|
| (Signature of Optionee)   |   |
|                      |   |
| March 30, 2007       |   |
| Date                      |   |

 

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**AMENDMENT**

 

Mr. Balakrishna’s Non-Qualified Stock Option Agreement dated March 14,2007 was subsequently amended by a vote of the Compensation Committee of theBoard of Directors as follows:

 
| RESOLVED: |   | That the options granted to Rajeev Balakrishna on  March 14, 2007 be and hereby are amended to add the following: The option  shall be fully exercisable if any of the following occurs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |   | there is (i) any consolidation or merger of which  the Corporation is not the continuing or surviving corporation or pursuant to  which outstanding shares of the Corporation’s Common Stock would be converted  into cash, securities or other property, other than a merger of the  Corporation in which the holders of the Corporation’s Common Stock  immediately prior to the merger have the same proportionate ownership of  common stock of the surviving corporation immediately after the merger, or  (ii) any sale, lease, exchange or other transfer (in one transaction or a  series of related transactions) of all, or substantially all, of the assets  of the Corporation, or |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |   | the stockholders of the Corporation approve any plan  or proposal for the liquidation or dissolution of the Corporation, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |   | any person (as such term is used in Sections 13(d)  and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the  “Exchange Act”)), other than James F. Conway III or affiliates thereof or  other than a trust related to an employee benefit plan maintained by the  Corporation, becomes the beneficial owner (within the meaning of Rule 13d-3  under the Exchange Act) of 20% or more of the Corporation’s outstanding  Common Stock, and within the period of 24 consecutive months immediately  thereafter the conditions of paragraph (d) are fulfilled, or                                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |   | during any period of 24 consecutive months,  individuals other than (i) individuals who at the beginning of such period  constitute the entire Board of Directors or (ii) individuals whose election,  or nomination for election by the Corporation’s stockholders, was approved by  a vote of at least two-thirds of the directors then still in office who were  directors at the beginning of the period, become a majority of the Board of  Directors.                                                                                                                                                                                                                                         |

 

All of Mr. Balakrishna’s options thereafter included the abovelanguage.

 

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