Exhibit 10.23
EMPLOYMENT AND NON-COMPETITION
AGREEMENT
(Robert M. Moore)
This EMPLOYMENT AND
NON-COMPETITION AGREEMENT (this “ Agreement
”), dated as of April 1, 2006, is between The Sheridan
Group, Inc., a Maryland corporation (the “
Employer ”), and Robert M. Moore (the “
Employee ”).
WHEREAS , the Employer wishes to employ the Employee as
an executive officer of the Employer, and the Employee wishes to
work as an executive officer of the Employer, on the terms set
forth below.
NOW, THEREFORE
, it is hereby agreed as
follows:
§1.
EMPLOYMENT
. The Employer hereby employs the
Employee, and the Employee hereby accepts employment, upon the
terms and subject to the conditions hereinafter set
forth.
§2.
DUTIES
. The Employee shall be employed as
the President and Chief Operating Officer of The Dingley Press, a
Maine corporation. In such capacity, the Employee shall have the
executive responsibilities and duties assigned by the
Employer’s Board of Directors (the “ Board
”) and shall report directly to the President of the
Employer. The Employee agrees to devote his full time and best
efforts to the performance of his duties to the Employer. Nothing
contained herein shall be construed as prohibiting the Employee
from serving as a director of any entity that is not in the
Designated Industry, as defined in §8, so long as such
activity does not involve a substantial time commitment and
otherwise does not interfere with the performance of his duties
under this Agreement.
§3.
TERM
. The term of employment of the
Employee hereunder shall commence on April 1, 2006 (the
“ Commencement Date ”) and shall continue
until April 1, 2007 (the “ Initial Term
”), unless earlier terminated pursuant to §6, and shall
be renewed automatically for additional one (1) year terms
thereafter unless terminated by either party by written notice to
the other party given at least ninety (90) days prior to the
expiration of the then current term.
§4.
COMPENSATION
AND
BENEFITS . During
the term of the Employee’s employment hereunder, in
consideration for the services of the Employee hereunder, the
Employer shall compensate the Employee as follows:
(a)
Base
Salary
. The Employer shall pay the
Employee, in accordance with the Employer’s current payroll
practices, a base salary (the “ Base Salary
”). The Base Salary will be paid at an annual rate of
$225,000. The Base Salary may be increased from time to time at the
discretion of the Board and is in addition to the other benefits
set forth herein.
(b)
Management
Incentive
Bonus . The
Employee shall be eligible to receive from the Employer, for each
of the fiscal years of the Employer ended after the date hereof, a
management incentive bonus (the “ Incentive
Bonus ”) in an amount up to fifty percent (50%) of the
Base Salary for such fiscal year, in accordance with an incentive
bonus plan to be adopted by the Board prior to the end of the first
fiscal quarter for each such fiscal year. The Incentive Bonus for
each fiscal year shall be paid within 30 days after the completion
of the Employer’s audited financial statements for such
fiscal year.
(c)
Insurance
; Other
Benefits .
Accident, disability, and health insurance for the Employee shall
be provided by the Employer under group accident, disability, and
health insurance plans maintained by the Employer for, and on the
terms and conditions generally applicable to, its full-time,
salaried employees as such employment benefits may be modified from
time to time by the Employer for all full-time, salaried employees.
The amount and extent of such coverage shall be subject to the
discretion of the Board. The Employee shall also be eligible to
participate in any deferred compensation or
retirement plans maintained by the
Employer, in accordance with the terms of such plans as in effect
from time to time.
§5.
EXPENSES
. The Employer shall reimburse the
Employee for all reasonable expenses of types authorized by the
Employer and incurred by the Employee in the performance of his
duties hereunder. The Employee shall comply with such budget
limitations and approval and reporting requirements with respect to
expenses as the Employer may establish from time to
time.
§6.
TERMINATION
. The Employee’s employment
hereunder shall commence on the Commencement Date and continue
until the expiration of the Initial Term, and any extension of such
term pursuant to §3, except that the employment of the
Employee hereunder shall earlier terminate:
(a)
Death
or
Disability . Upon
the death of the Employee during the term of his employment
hereunder or, at the option of the Employer, in the event of the
Employee’s physical or mental disability, upon thirty (30)
days’ written notice from the Employer. The Employee shall be
deemed disabled if an independent medical doctor (selected by the
Employer’s health or disability insurer) certifies that the
Employee has for 180 days, consecutive or non-consecutive, in any
twelve (12) month period been physically or mentally disabled in a
manner which seriously interferes with her ability to perform his
responsibilities under this Agreement. Any refusal by the Employee
to submit to a medical examination for the purpose of certifying
physical or mental disability under this §6(a) shall be
deemed to constitute conclusive evidence of the Employee’s
physical or mental disability.
(b)
For Cause
. For “Cause”
immediately upon written notice by the Employer to the Employee.
For purposes of this Agreement, a termination shall be for Cause if
any one or more of the following has occurred:
(i)
the Employee shall have committed an
act of fraud, embezzlement or misappropriation against the
Employer, including, but not limited to, the offer, payment,
solicitation or acceptance of any unlawful bribe or kickback with
respect to the Employer’s business; or
(ii)
the Employee shall have been
convicted by a court of competent jurisdiction of, or pleaded
guilty or nolo contendere to, any felony or any crime involving
moral turpitude; or
(iii)
the Employee shall have refused,
after explicit written notice, to obey any lawful resolution of or
direction by the Board which is consistent with his duties
hereunder; or
(iv)
the Employee has been chronically
absent from work (excluding vacations, illnesses or leaves of
absence approved by the Board); or
(v)
the Employee shall have failed to
perform the duties incident to his employment with the Employer on
a regular basis, and such failure shall have continued for a
period of twenty (20) days after written notice to the Employee
specifying such failure in reasonable detail (other than as a
result of the Employee’s Disability); or
(vi)
the Employee shall have engaged in
the unlawful use (including being under the influence) or
possession of illegal drugs on the Employer’s premises;
or
(vii)
the Employee shall have breached any
one or more provisions of the Stock Purchase Agreement, dated as of
August 1, 2003, among the Employer and its stockholders as
amended and in effect from time to time, and such breach shall have
continued for a period of ten (10) days after written notice
to the Employee specifying such breach in reasonable
detail.
(c)
Resignation
Without Good
Reason ; Without Cause . Upon thirty (30) days’ written notice by
the Employer to the Employee or by the Employee to the Employer
without Good Reason (as defined below).
(d)
Resignation
With Good
Reason . Upon
written notice by the Employee to the Employer for Good Reason
specifying in reasonable detail the basis for such termination,
provided, that such notice shall be given no more than thirty (30)
days following the event or condition which gives rise to such
termination. For purposes of this Agreement, the term “Good
Reason” shal
