Exhibit 10.3


 


STOCK GRANT AGREEMENT


 


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


 


WITNESSETH THAT :


 


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                 
shares of its Common Stock, $1.00 par value (the “Awarded Shares”).  The Awarded Shares shall be issued and held
by the Company’s transfer agent in book entry form until the Awarded Shares
have become nonforfeitable in accordance with Section 2 of this Agreement.


 


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


 


	
  Date

  	
   

  	
  Incremental

  Amount

  	
   

  	
  Cumulative

  Amount

  	
   

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  On or after

  	
   

  	
   

  	
  %

  	
   

  	
  %

  



 


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 Compensation and Management Development Committee of the Courier
Board of Directors (the “Committee”) 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 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
Securities Act of 1933, as amended 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 the Awarded Shares shall be
legended in substantially the following form:


 


“The
shares are subject to restrictions contained in a Stock Grant Agreement dated                       ,
20    , 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.


 


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


 


2





















 


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 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.


 


	
  (Corporate Seal)

  	
  COURIER
  CORPORATION

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
  Assistant Clerk

  	
   

  	
   

  	
  Chairman,
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
   

  



 


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