Exhibit 10.5


 


STOCK GRANT AGREEMENT


 


AGREEMENT
made September 23, 2004 by and between COURIER CORPORATION, a
Massachusetts Corporation (“Courier”), and James F. Conway III (“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 1,250 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/ Robert P. Story, Jr.

  	
   

  
	
   

  	
  Senior
  Vice President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
  s/ James F. Conway III

  	
   

  



 


3