Exhibit 10.15


 


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 2005 Stock
Equity Plan for Non-Employee Directors” (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;


 


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 herein set forth.  This
Option is not intended to qualify as an incentive stock option 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 price of $           
per share of Stock, subject to adjustment as provided in Section 9.


 





















 


3.                                       Term
and Exercisability of Option.  This
Option shall be immediately exercisable and shall expire at the close of
business on                              ,
20    , unless sooner terminated in accordance with Section 6.


 


4.                                       Method
of Exercise.  At any time from and
after the date on which the Option has become exercisable, it may be exercised
by written notice to the Company stating the number of shares with respect to
which it is being exercised, accompanied by payment in full for such
shares.  As soon as practicable after its
receipt of such notice and payment, 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 accordance with the provisions
of Section 7(e) of the Plan.


 


5.                                       Non-assignability
of Option Rights.  Except as allowed
by the Plan as it may be amended from time to time, this Option shall not be
assignable or transferable by the Optionee, and shall be exercisable during
his/her lifetime only by him/her.


 


6.                                       Effect
of Termination of Directorship or Death. 
The Option shall terminate immediately upon the termination for cause of
the Optionee’s office as a Director of the Company.  For purposes of this Agreement, termination
of the Optionee’s Directorship for cause shall mean termination on account of
his/her fraud, dishonesty or other acts detrimental to the interests of the
Company or any Subsidiary.  In the event
that the status of the Optionee as a Director of the Company terminates for any
reason other than for cause or the Optionee’s death, the Option shall


 


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terminate on the earlier
of three months after the date on which the Optionee ceases to be a Director of
the Company, or at its scheduled expiration date as set forth in Section 3.


 


In the
event of the death of the Optionee during his/her term of office as a Director
of the Company or during the three-month period described in the preceding
sentence, the Option shall terminate on the earlier of one year after the date
of his/her death or at its scheduled expiration date as set forth in Section 3.  After the death of the Optionee, his/her
executor, administrator or any person to whom the Option may be transferred by
will or by the laws of descent and distribution shall have the right to
exercise the Option to the extent to which the Optionee could have exercised it
at the time of his death.


 


7.                                       Compliance
with Requirements of Law.  The
Company shall not be obligated to sell or issue any shares pursuant to this
Option unless the shares 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.  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 the resale or distribution thereof, 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.


 


9.                                       Changes
in Capital Structures.  In the event
that the outstanding shares of Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different


 


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number or kind of shares
or other securities of the Company, by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares or dividend payable in capital stock, the Board shall make
appropriate adjustment in the number of shares as to which this Option, or
portion hereof then unexercised, shall be exercisable, to the end that the
Optionee’s proportionate interest shall be maintained as before the occurrence
of such event.


 


10.                                 Time
for Acceptance.  Unless the Optionee
shall evidence his/her acceptance of this Option by execution of this Agreement
within seven (7) days after its delivery to him/her, the Option and this
Agreement shall be null and void.


 


11.                                 Miscellaneous
Provisions.


 


(a)                                  Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, administrators, successors and assigns and anyone
claiming under or through them, and also any receiver or trustee in bankruptcy
or insolvency.


 


(b)                                 Governing
Law.  This Agreement shall be
governed by and construed and performed in accordance with the laws of the
Commonwealth of Massachusetts.


 


(c)                                  Amendment;
Waivers.  This Agreement contains the
entire agreement between the parties with respect to the matters referred to
herein and supersede all prior negotiations, commitments or understandings.  This Agreement 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.


 


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(d)                                 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 to the party addressed as
follows;  unless another address has been
substituted by notice so given:


 


To the Optionee:                                                      to
his/her address as listed on the

records of the Company


 


To the Company:                                                    Courier
Corporation

15 Wellman Avenue

North Chelmsford, MA 01863


 


Copy to:                                                                                                  Goodwin
Procter LLP

Exchange Place

Boston, MA  02109

Attention: F. Beirne Lovely, Jr.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by the
undersigned on its behalf, and its corporate seal to be affixed as of the date
set forth below.


 


	
  Date of grant:

  	
  COURIER
  CORPORATION

  
	
   

  	
  , 20

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (Corporate Seal)

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  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 2005
Stock Equity Plan for Non-Employee Directors.


 


	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Optionee)

  	
   

  



 


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