Exhibit 10.3
COURIER CORPORATION
SENIOR EXECUTIVE SEVERANCE PROGRAM
As Amended and Restated December 5, 2005
1.
PURPOSE.
THE CORPORATION'S BOARD OF
DIRECTORS HAS DETERMINED THAT IT IS APPROPRIATE TO REINFORCE AND ENCOURAGE THE
CONTINUED ATTENTION AND DEDICATION OF SENIOR MEMBERS OF THE CORPORATION'S
MANAGEMENT TO THEIR ASSIGNED DUTIES WITHOUT DISTRACTION IN POTENTIALLY
DISTURBING CIRCUMSTANCES ARISING FROM THE POSSIBILITY OF A CHANGE IN CONTROL OF
THE CORPORATION.
THIS PROGRAM SETS FORTH THE SEVERANCE COMPENSATION WHICH THE
CORPORATION AGREES IT WILL PAY TO AN EXECUTIVE NAMED HEREIN (AN "EXECUTIVE," AND
COLLECTIVELY, THE "EXECUTIVES"), IN THE EVENT THAT HIS EMPLOYMENT WITH THE
CORPORATION TERMINATES UNDER THE CIRCUMSTANCES DESCRIBED IN SECTION 6 HEREOF
FOLLOWING A CHANGE IN CONTROL OF THE CORPORATION, AS DEFINED HEREIN.
2.
CHANGE IN CONTROL.
NO COMPENSATION
SHALL BE PAYABLE UNDER THIS PROGRAM TO ANY EXECUTIVE UNLESS AND UNTIL HIS
EMPLOYMENT WITH THE CORPORATION HAS TERMINATED AFTER A CHANGE IN CONTROL OF THE
CORPORATION THAT OCCURS DURING HIS EMPLOYMENT WITH THE CORPORATION.
FOR
PURPOSES OF THIS PROGRAM, A CHANGE IN CONTROL OF THE CORPORATION SHALL BE DEEMED
TO HAVE OCCURRED IF:
(I)
THERE IS (X) ANY CONSOLIDATION OR MERGER
OF THE CORPORATION IN WHICH THE CORPORATION IS NOT THE CONTINUING OR SURVIVING
CORPORATION OR PURSUANT TO WHICH SHARES OF THE CORPORATION'S COMMON STOCK WOULD
BE CONVERTED INTO CASH, SECURITIES OR OTHER PROPERTY, OTHER THAN A CONSOLIDATION
OR MERGER OF THE CORPORATION IN WHICH THE HOLDERS OF THE CORPORATION'S COMMON
STOCK IMMEDIATELY PRIOR TO THE CONSOLIDATION OR MERGER HAVE THE SAME
PROPORTIONATE OWNERSHIP OF COMMON STOCK OF THE SURVIVING CORPORATION IMMEDIATELY
AFTER THE CONSOLIDATION OR MERGER, OR (Y) 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
(II)
THE STOCKHOLDERS OF THE CORPORATION
APPROVE ANY PLAN OR PROPOSAL FOR THE LIQUIDATION OR DISSOLUTION OF THE
CORPORATION, OR
(III)
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 CORPORATION BECOMES THE BENEFICIAL OWNER (WITHIN THE MEANING
OF RULE 13D-D 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 (IV) ARE FULFILLED, OR
(IV)
DURING ANY PERIOD OF 24 CONSECUTIVE MONTHS,
INDIVIDUALS OTHER THAN (X) INDIVIDUALS WHO AT THE BEGINNING OF SUCH PERIOD
CONSTITUTE THE ENTIRE BOARD OF DIRECTORS OR (Y) 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.
3.
TERMINATION FOLLOWING CHANGE IN
CONTROL.
IF A CHANGE IN CONTROL OF THE CORPORATION OCCURS WHILE AN EXECUTIVE IS
AN EMPLOYEE OF THE CORPORATION, HE SHALL BE ENTITLED TO THE COMPENSATION AND