Exhibit
10.2


 


STOCK
GRANT AGREEMENT


 


AGREEMENT made March 14, 2007 by and between
COURIER CORPORATION, a Massachusetts Corporation (“Courier”), and Rajeev
Balakrishna (“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 507 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:


 


	
   

  	
   

  	
  Incremental

  	
   

  	
  Cumulative

  	
   

  
	
  Date

  	
   

  	
  Amount

  	
   

  	
  Amount

  	
   

  
	
  On or after
  March 14, 2010

  	
   

  	
  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 affected, 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 March 14, 2007, 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/
  James F. Conway III

  
	
   

  	
   

  	
  Chairman, President and
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
  /s/
  Rajeev Balakrishna

  



 


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