Exhibit 10.1
COURIER CORPORATION
Non-Qualified
Stock Option Agreement
This Agreement made as of this 14
th 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
registe
