Exhibit 10.11


 


STOCK GRANT AGREEMENT


 


AGREEMENT made September 23, 2004 by and between
COURIER 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 a
subsidiary thereof; and


 


WHEREAS, Courier 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”), pursuant to which from time to time awards
of Courier Common Stock are made to certain key employees of Courier or its
subsidiaries so that they may have a direct proprietary interest in Courier’s
success and as an incentive to encourage greater efforts to be rendered Courier
and its subsidiaries by their key employees;


 


NOW, THEREFORE, in consideration of the premises and
the promises herein contained, it is agreed:


 


1.  Stock
Award.  In consideration of future
services to be rendered to Courier or a subsidiary thereof by Employee, Courier
hereby awards to Employee pursuant to the Plan 269


shares of its Common Stock, $1.00 par value (the “Awarded Shares”).  The stock certificate or certificates
evidencing the Awarded Shares shall be held by the Treasurer of Courier at its
principal offices until the Awarded Shares have become nonforfeitable in
accordance with Section 2 of this Agreement, at which time the certificate or
certificates 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 subsidiary
terminates before the Awarded Shares vest in accordance with the above
schedule,  Employee shall forfeit the
Awarded Shares to Courier and shall receive no compensation therefore;
provided, however, that the Awarded Shares shall become nonforfeitable upon the
occurrence of either of the following events before the vesting dates listed
above and during Employee’s employment by Courier or its 


 





















 


subsidiary: (a) Employee’s retirement with the consent of his employer
at any time after he has attained the age of fifty-five (55), or (b) action by
the Stock Grant Committee of the Courier Board of Directors to accelerate
vesting of the Awarded Shares, on account of a merger, consolidation,
acquisition, divestiture or reorganization of Courier or its subsidiaries, or
under such other circumstances as the Stock Grant Committee, in its sole
discretion, may consider appropriate.  To
facilitate the implementation of this Section 2, Employee agrees to execute and
deliver to Courier herewith a blank stock power with respect to the Awarded
Shares.


 


3.  Restrictions
on Transfer.  Employee shall not
transfer, pledge, or otherwise dispose of any of the Awarded Shares or any
interest therein while the Awarded Shares remain subject to forfeiture under
the terms of Section 2 of this Agreement, and any attempted transfer, pledge or
other disposition during that period shall be void and without effect.  Employee agrees that after the Awarded Shares
have become nonforfeitable, he will give written advance notice to Courier of
his intention to effect any transfer, pledge or disposition of any of the
Awarded Shares or any interest therein, describing the method and terms of the
proposed transfer, pledge or disposition. 
Upon receipt by Courier of such notice, if in the opinion of counsel to
Courier the proposed transfer, pledge or disposition may be effected, Employee
shall thereupon be entitled to transfer, pledge or dispose of the same in
accordance with the terms of such notice. 
Employee will indemnify Courier for any liability (including all
reasonable costs, expenses and attorney’s fees incident thereto) which it may
sustain by reason of any violation of the Act or any other applicable
securities statute occasioned by any act on Employee’s part with respect to the
Awarded Shares.


 


4.  Stop
Transfer Legends.  Employee
authorizes Courier to place a stop transfer order with its stock transfer agent
covering the Awarded Shares and agrees that each certificate representing the
Awarded Shares shall be stamped or otherwise imprinted with a legend in
substantially the following form:


 


“The shares represented by this certificate are
subject to restrictions contained in a Stock Grant Agreement dated September
23, 2004, a copy of which is available at the principal office of the issuer.”


 


5.  Employment
Rights.  Nothing herein contained
shall be construed as altering the present employment relationship between
Employee and Courier and its subsidiaries or imposing any obligation upon
Courier or its subsidiaries to continue the employment of Employee or upon
Employee to continue in such employment.


 


2





















 


6.  Miscellaneous.  As to matters of law, this Agreement is to be
governed and construed in accordance with the laws of the Commonwealth of
Massachusetts.  As to all matters of
interpretation of the Plan and the rights of the parties hereto under the Plan,
the determination of the Courier Board of Directors or the Committee appointed
by the Board of Directors to administer the Plan shall be final, binding and
conclusive.  This Agreement shall be
binding upon and inure to the benefit of each of the parties hereto and the successors
and assigns of Courier and the heirs, executors and administrators of Employee.


 


IN WITNESS THEREOF, Courier has caused this Agreement
to be executed by its duly authorized officer and the Employee has hereunto set
his hand.


 


	
   

  	
  COURIER CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
     s/ James
  F. Conway III

  	
   

  
	
   

  	
   

  	
  Chairman, President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
   

  	
     s/ Peter
  M. Folger

  	
   

  
					



 


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