Exhibit
10.1


 


COURIER
CORPORATION


 


Non-Qualified Stock
Option Agreement


 


This Agreement made as of this 14th day of
March, 2007 by and between Courier Corporation, a Massachusetts corporation,
(the “Company”) and Rajeev Balakrishna (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 2,505 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 422
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


2.                                       Option
Price.  This option may be exercised at
the option price of $38.44 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 March 14, 2012 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 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 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 cash or cash equivalents or in whole or in part in
shares of Stock or by means of a “cashless exercise” procedure with a broker,
all in accordance with the terms and conditions of Section 5(c) of
the Plan; 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 minimum 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 13(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.                                       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.


 

















 


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:
  March 14, 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COURIER CORPORATION

  
	
   

  	
   

  	
   

  
	
  (Corporate seal)

  	
   

  	
  By:

  	
  /s/
  James F. Conway III

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Chairman,
  President and CEO

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  MaryGail McCarthy

  	
   

  	
   

  
	
  Assistant Clerk

  	
   

  	
   

  



 


ACCEPTANCE


 


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.


 


	
  March 30, 2007

  	
   

  	
  /s/
  Rajeev Balakrishna

  
	
  Date

  	
   

  	
              (Signature
  of Optionee)*

  
	
   

  	
   

  	
   

  
	
  Notice Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 






*Also sign Schedule A


 

















 


Schedule A


 


	
   

  	
   

  	
  Percentage of Total Option

  	
   

  
	
   

  	
   

  	
  Shares Subject to Exercise

  	
   

  
	
   

  	
   

  	
  Incremental

  	
   

  	
  Cumulative

  	
   

  
	
  Date

  	
   

  	
  Amount

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  On or after
  March 14, 2008

  	
   

  	
  33 1/3

  	
  %

  	
  33 1/3

  	
  %

  
	
  On or after
  March 14, 2009

  	
   

  	
  33 1/3

  	
  %

  	
  66 2/3

  	
  %

  
	
  On or after
  March 14, 2010

  	
   

  	
  33 1/3

  	
  %

  	
  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/
  Rajeev Balakrishna

  	
   

  
	
  (Signature of Optionee)

  	
   

  
	
   

  	
   

  
	
  March 30, 2007

  	
   

  
	
  Date

  	
   

  



 

















 


AMENDMENT


 


Mr. Balakrishna’s Non-Qualified Stock Option Agreement dated March 14,
2007 was subsequently amended by a vote of the Compensation Committee of the
Board of Directors as follows:


 


	
  RESOLVED:

  	
   

  	
  That the options granted to Rajeev Balakrishna on
  March 14, 2007 be and hereby are amended to add the following: The option
  shall be fully exercisable if any of the following occurs:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  there is (i) any consolidation or merger of which
  the Corporation is not the continuing or surviving corporation or pursuant to
  which outstanding shares of the Corporation’s Common Stock would be converted
  into cash, securities or other property, other than a merger of the
  Corporation in which the holders of the Corporation’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 Corporation, or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  the stockholders of the Corporation approve any plan
  or proposal for the liquidation or dissolution of the Corporation, or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 James F. Conway III or affiliates thereof or
  other than a trust related to an employee benefit plan maintained by the
  Corporation, becomes the beneficial owner (within the meaning of Rule 13d-3
  under the Exchange Act) of 20% or more of the Corporation’s outstanding
  Common Stock, and within the period of 24 consecutive months immediately
  thereafter the conditions of paragraph (d) are fulfilled, or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 Corporation’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.

  



 


All of Mr. Balakrishna’s options thereafter included the above
language.