Exhibit 10.12


 


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 Eric J. Zimmerman (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 1,107 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/James
  F. Conway III

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: Chairman, President and CEO

  
	
  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/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

  
	
   

  	
  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)