Exhibit 10.2


 


COURIER CORPORATION


 


Non-Qualified
Stock Option Agreement


 


This
Agreement made as of this          
day of                   ,
20    by and between Courier Corporation, a Massachusetts
corporation, (the “Company”) and                       
(the “Optionee”).


 


WITNESSETH THAT:


 


WHEREAS,
the Company has instituted a program entitled “Courier Corporation 1993 Amended
and 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 of
this stock option pursuant and subject to the terms of the Plan, a copy of
which is attached hereto and incorporated herein;


 


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


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the Company and the Optionee agree as follows:


 


1.                                       Grant.  Pursuant and subject to the Plan the Company
does hereby grant to the Optionee a stock option (the “Option”) to purchase
from the Company             
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 additional terms and conditions
contained herein.  This Option is not
intended to qualify as an incentive stock option or to qualify for special
federal income tax treatment pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).


 


2.                                       Option
Price.  This option may be exercised
at the option price of $           
per share of Stock, subject to adjustment as provided herein and in the Plan.


 


3.                                       Term
and Exercisability of Option.  This
Option shall expire at the close of business on                                  ,
20     and be exercisable in accordance with and subject to
the conditions set forth in the attached Schedule A.


 


4.                                       Method
of Exercise.  To the extent that the
right to purchase shares of Stock has accrued hereunder, this Option may be exercised
from time to time by written notice to the Company stating the number of shares
with respect to which this Option is being exercised, and accompanied by
payment acceptable to the Company in accordance with Section 5(c) of the
Plan.  As soon as practicable after its
receipt of such notice, the Company shall, without transfer


 





















 


or issue tax to the
Optionee (or other person entitled to exercise this Option), deliver the shares
to the Optionee (or other person entitled to exercise this Option), either electronically
or by means of a stock certificate; provided, however, that the time of such
delivery may be postponed by the Company for such period as may be required for
it with reasonable diligence to comply with any applicable requirements of law.  Payment of the option price may be made in
cash or cash equivalents or in whole or in part in shares 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) of the Plan; provided, however, that
the Board reserves the right upon receipt of any written notice of exercise
from the Optionee to require payment in cash with respect to the shares
contemplated in such notice.  If the
Optionee (or other person entitled to exercise this Option) fails to pay for
and accept delivery of all of the shares specified in such notice upon tender
of delivery thereof, his/her right to exercise this Option with respect to such
shares not paid for may be terminated by the Company.


 


5.                                       Withholding
Taxes.  The Optionee hereby agrees,
as a condition to any exercise of this Option, to provide to the Company an
amount sufficient to satisfy its minimum obligation to withhold certain
federal, state and local taxes arising by reason of such exercise (the “Withholding
Amount”), by (a) authorizing the Company to withhold the Withholding Amount
from her/his cash 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 shares of Common Stock, by delivering shares already owned by
him/her or by authorizing the Company to withhold from the shares 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 one or a combination of such
methods, the Company may at its election withhold from the Stock delivered upon
exercise of this Option that number of shares having a fair market value, on
the date of exercise, sufficient to eliminate any deficiency in the Withholding
Amount.


 


6.                                       Non-assignability
of Option.  This Option shall not be
assignable or transferable by the Optionee except by will or by the laws of
descent and distribution.  During the
life of the Optionee, this Option shall be exercisable only by him/her.


 


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


 


8.                                       Rights
as Stockholder.  The Optionee shall
have no rights as a stockholder with respect to any shares covered by this
Option until the date of issuance of such shares to him/her either
electronically or by means of a stock certificate.  No adjustment shall be made for dividends or
other rights for which the record date is prior to the date such shares are
issued.


 





















 


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


 


11.                                 Effect
Upon Employment.  Nothing in this
Option or the Plan shall be construed to impose any obligations upon the
Company to retain the Optionee in its employ.


 


12.                                 Time
for Acceptance.  Unless the Optionee
shall evidence his/her acceptance of this Option by execution of this Agreement
within ten (10) days after its delivery to him/her, the Option and this
Agreement shall be null and void.


 


13.                                 General
Provisions.


 


(a)                                  Amendment;
Waivers.  This Agreement, including
the Plan, contains the full and complete understanding and agreement of the
parties hereto as to the subject matter hereof and may not be modified or
amended, nor may any provision hereof be waived, except by a further written
agreement duly signed by each of the parties. 
The waiver by either of the parties hereto of any provision hereof in
any instance shall not operate as a waiver of any other provision hereof or in
any other instance.


 


(b)                                 Binding
Effect.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, representatives, successors and assigns.


 


(c)                                  Governing
Law.  This Agreement has been executed
in Massachusetts and shall be governed by and construed in accordance with the
law of The Commonwealth of Massachusetts.


 


(d)                                 Construction.  This Agreement is to be construed in
accordance with the terms of the Plan. 
In case of any conflict between the Plan and this Agreement, the Plan
shall control.  The titles of the
sections of this Agreement and of the Plan are included for convenience only
and shall not be construed as modifying or affecting their provisions.  The masculine gender shall include both
sexes; the singular shall include the plural and the plural the singular unless
the context otherwise requires.


 


(e)                                  Notices.  Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and is delivered
in hand or sent by registered mail, postage prepaid, to the party addressed as
follows, unless another address has been substituted by notice 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


 


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


 


	
  Date of grant:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COURIER
  CORPORATION

  
	
   

  	
   

  	
   

  
	
  (Corporate seal)

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: Chairman,
  Compensation Committee

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Assistant Clerk

  	
   

  	
   

  
							



 


A C C E P T A N C E


 


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


 


	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
  (Signature of
  Optionee)*

  
	
   

  	
   

  
	
  Notice Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 










*Also sign Schedule A


 





















 


Schedule A


 


	
   

  	
   

  	
  Percentage of Total Option

  Shares Subject to Exercise

  	
   

  
	
  Date

  	
   

  	
  Incremental

  Amount

  	
   

  	
  Cumulative

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  



 


To the
extent that this Option has not become exercisable at the date of the
termination of the Optionee’s employment or other involvement with the Company
or its Subsidiary, it shall expire as of that date.  In the event that before this Option has been
exercised in full, the Optionee ceases to be an employee of the Company or its
Subsidiary for any reason other than his/her discharge for cause, his/her death
or his/her retirement on account of disability, he/she may exercise this Option
to the extent that it had become exercisable on the date of termination of
his/her employment, during the period ending on the earlier of (i) the date on
which the Option expires in accordance with Section 3 of this Agreement or
(ii) three months after the date of termination of the Optionee’s employment
with the Company or its Subsidiary.  In
the event of the death of the Optionee, or his/her retirement on account of
disability, before this Option has been exercised in full, the Optionee or the
personal representative of the Optionee may exercise this Option to the extent
that it had become exercisable on the date of his/her death or his/her
retirement 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 of
this Agreement or (ii) the first anniversary of the date of the Optionee’s
death or retirement on account of disability.


 


I acknowledge the
foregoing:


 


 


	
   

  	
   

  
	
  (Signature of
  Optionee)

  
	
   

  
	
   

  	
   

  
	
  Date

  
			



 





















 


Schedule A


 


	
   

  	
   

  	
  Percentage of Total Option

  Shares Subject to Exercise

  	
   

  
	
  Date

  	
   

  	
  Incremental

  Amount

  	
   

  	
  Cumulative

  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  



 


To the
extent that this Option has not become exercisable at the date of the
termination of the Optionee’s employment or other involvement with the Company
or its Subsidiary, it shall expire as of that date.  In the event that before this Option has been
exercised in full, the Optionee ceases to be an employee of the Company or its
Subsidiary for any reason other than his/her discharge for cause, his/her death
or his/her retirement on account of disability, he/she may exercise this Option
to the extent that it had become exercisable on the date of termination of
his/her employment, during the period ending on the earlier of (i) the date on
which the Option expires in accordance with Section 3 of this Agreement or
(ii) three months after the date of termination of the Optionee’s employment
with the Company or its Subsidiary.  In
the event of the death of the Optionee, or his/her retirement on account of
disability, before this Option has been exercised in full, the Optionee or the
personal representative of the Optionee may exercise this Option to the extent
that it had become exercisable on the date of his/her death or his/her retirement
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 of this
Agreement or (ii) the first anniversary of the date of the Optionee’s death or
retirement on account of disability.


 


Notwithstanding
the preceding paragraph, this Option shall become fully exercisable in the
event of a “Change in Control” of Courier Corporation (“Courier”), as defined
on page 2 of this Schedule A.


 


I acknowledge the
foregoing:


 


 


	
   

  	
   

  
	
  (Signature of
  Optionee)

  
	
   

  
	
   

  	
   

  
	
  Date

  
			



 





















 


Schedule A


 


A Change in Control shall
be deemed to have occurred if:


 


(a)  there is
(i) any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company’s
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Company’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
Company, or


 


(b)  the stockholders
of the Company approve any plan or proposal for the liquidation or dissolution
of the Company, or


 


(c)  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 a trust  related to an employee benefit plan
maintained by the Company becomes the beneficial owner (within the meaning of
Rule 13d-d under the Exchange Act) of 20% or more of the Company’s outstanding
Common Stock, and within the period of 24 consecutive months immediately
thereafter the conditions of paragraph (d) are fulfilled, or


 


(d)  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 Company’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.