Exhibit 10.14


 


COURIER CORPORATION


 


Incentive Stock Option
Agreement


 


This Agreement made as of this 23rd day of September,
2004, by and between Courier Corporation, a Massachusetts corporation (the “Company”)
and Eric J. Zimmerman (the “Optionee”)


 


WITNESSETH THAT:


 


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


 


WHEREAS, the Board of Directors of the Company (the “Board”)
has authorized the grant of stock options upon certain terms and conditions set
forth below; and


 


WHEREAS, 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; and


 


WHEREAS, the Board has designated this stock option an
incentive stock 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
parties hereto agree as follows:


 


1.             Grant.  Pursuant and subject to the Plan, the Company
does hereby grant unto the Optionee a stock option (the “Option”) to purchase
from the Company 790 shares of its Common Stock (“Stock”) upon the terms and
conditions set forth in the Plan and upon the additional terms and conditions
contained herein.  This Option is
intended to constitute an “incentive stock option” within the meaning of
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 $40.75 per share of Stock, subject to adjustment as
provided herein and in the Plan.


 


3.             Term
and Exercisability of Option.  This
Option shall expire on September 22, 2011 and be exercisable in accordance with
and subject to the conditions set forth on 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, substantially in
the form attached hereto as Exhibit 1, 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 to the Optionee (or
other person entitled to exercise this Option), at the principal executive offices
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for such shares out of theretofore authorized but
unissued shares or reacquired shares of its stock as the company may elect;
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 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 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.             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.


 


6.             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.


 


7.             Legends.  The Optionee hereby acknowledges that the
stock certificate or certificates evidencing shares of stock or other
securities issued pursuant to any exercise of this Option will bear a legend
setting forth the restrictions on their transferability described in Section 5
hereof.


 


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 a stock certificate to him/her for such
shares.  No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.


 


9.             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.


 





















 


10.           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.


 


11.           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.


 


12.           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

  
	
   

  	
  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: September 23, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
  COURIER CORPORATION

  
	
   

  	
   

  
	
  (Corporate seal)

  	
  By:

  	
  s/James
  F. Conway III

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: Chairman, President and CEO

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  s/Mary Gail D. McCarthy

  	
   

  	
   

  
	
  Clerk or 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.


 


	
  December 3, 2004

  	
  s/Eric J. Zimmerman

  	
   

  
	
  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
  September 23, 2005

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  



 


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:


 


 


	
  s/Eric J. Zimmerman

  	
   

  
	
  (Signature of Optionee)

  
	
   

  
	
  December 3, 2004

  
	
  Date

  



 





















 


	
   

  	
  EXHIBIT 1 to

  
	
   

  	
  Incentive Stock

  
	
   

  	
  Option Agreement

  



 


Courier Corporation


15 Wellman Avenue


North Chelmsford, Massachusetts 01863


 


Re:   Exercise of Incentive Stock Option under
Courier Corporation


1993 Amended and Restated
Stock Incentive Plan


 


Gentlemen:


 


Please take notice that
the undersigned hereby elects to exercise the stock option granted to                                        on                                ,
20    , by and to the extent of purchasing shares of the
Common Stock of Courier Corporation, for the option price of $           per
share, subject to the terms and conditions of the incentive Stock Option
Agreement between                                          
and Courier Corporation dated as of                                  ,
20    .


 


The undersigned encloses
herewith payment, in cash or in such other property as is permitted under the
Plan, of the purchase price for said shares. 
If the undersigned is making payment of any part of the purchase price
by delivery of shares of stock of Courier Corporation, he/she hereby confirms
that he/she has investigated and considered the possible income tax
consequences to him/her of making such payments in that form.


 


The undersigned hereby
specifically confirms to Courier Corporation that he/she is acquiring the
shares for investment and not with a view to their sale or distribution, and
that the shares shall be held subject to all of the terms and conditions of the
Incentive Stock Option Agreement.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  (Signed by Optionee or other party

  duly exercising option)