Exhibit 10.4


 


COURIER CORPORATION


 


Non-Qualified
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 James F. Conway
III (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 5,173 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 422A
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 at the close of business on September 22, 2011 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, 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.                                       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 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 5(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.                                       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.


 


9.                                       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.


 


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:  September 23, 2004


 


	
   

  	
  COURIER
  CORPORATION

  
	
   

  	
   

  
	
  (Corporate seal)

  	
  By:

  	
  s/Robert P. Story, Jr.

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: Senior
  Vice President and CFO

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  s/Mary
  Gail D. McCarthy

  	
   

  	
   

  
	
  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/ James F. Conway III

  	
   

  
	
  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.


 


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:


 


 


	
  s/James
  F. Conway III

  	
   

  
	
  (Signature of
  Optionee)

  
	
   

  
	
  December 3, 2004

  	
   

  
	
  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.


 





















 


	
   

  	
  EXHIBIT 1 to

  
	
   

  	
  Non-Qualified
  Stock

  
	
   

  	
  Option Agreement

  



 


Courier
Corporation


15
Wellman Avenue


North
Chelmsford, Massachusetts 01863


 


	
  Re:

  	
  Exercise of
  Non-Qualified 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                                             ,
19  , 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 Non-Qualified Stock
Option Agreement between                                              
 and Courier Corporation dated as of                                              ,
19  .


 


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)