Exhibit 10.9


 


EMPLOYMENT AND NON-COMPETITION
AGREEMENT


(G. Paul Bozuwa)


 


This EMPLOYMENT
AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of
June 30, 2001, is between The Sheridan Group, Inc., a Maryland corporation (the
“Employer”), and G. Paul Bozuwa (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 of Capital City Press, Inc., a Vermont 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 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 June 30, 2001 (the “Commencement  Date”)
and shall continue until June 30, 2002 (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 $200,000.  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.  For the fiscal year ending
December 31, 2001, the Incentive Bonus is guaranteed to be at least $87,500.


 


(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 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.


 


(d)           Retention
Bonus.  In addition to
the Incentive Bonus, if the Employee remains employed hereunder on December 31st
of any year, the Employee shall be entitled to receive from the Employer an
additional annual bonus for each year (the “Retention Bonus”) in an amount
equal to 25% of the Base Salary then in effect.  This Retention Bonus will be paid by February 15 of the following
year into a deferred compensation account (the “Deferred Compensation Plan”),
wherein each annual award and any growth from investing each annual award will
become fully vested after five (5) years from the date each annual award is
paid into the Deferred Compensation Plan. 
In the event that the Employee no longer reports directly to John A.
Saxton, the vesting period for each annual award shall immediately adjust to
three (3) years instead of five (5) years.


 


§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 his 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


 


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(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 Stockholder Agreement dated as of
February 2, 1998 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” shall mean the
occurrence of any of the events or conditions described in subparagraphs (i)
through (ii) hereof without the Employee’s express written consent which is not
corrected within 20 days after delivery by the Employee of written notice to the
Employer:


 


(i)            a material reduction
in the Employee’s status, title, position, scope of authority or
responsibilities, the assignment to the Employee of any duties or
responsibilities which are materially inconsistent with such status, title,
position, authority or responsibilities; involuntary relocation of the
Employee; or any removal of the Employee from or failure to reappoint him to
any of such positions, except in connection with the termination of his
employment for Cause, as a result of his death or disability or by the Employee
other than for Good Reason; or


 


(ii)           a material reduction by
the Employer in the Employee’s compensation or benefits.


 


(e)           Rights
and  Remedies  Upon  Termination.


 


(i)            If the Employee’s
employment hereunder is terminated by the Employer pursuant to §6(c) or by the
Employee with Good Reason pursuant to §6(d), then the Employee shall be
entitled to receive (A) severance payments, in accordance with the Employer’s
then current payroll practices, at an annual rate equal to the sum of (1) the
Employee’s Base Salary in effect at


 


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the time of
such termination plus (2) the average of the Incentive Bonuses earned by
the Employee for the two fiscal years immediately preceding the date of
termination, for a period equal to eighteen (18) months (the “Severance
Period”), (B) continued coverage during the Severance Period under the health
insurance plan maintained by the Employer for its full-time, salaried
employees, (C) payment of any expense reimbursements under §5 hereof for
expenses incurred in the performance of his duties prior to termination, and
(D) immediate vesting of the Employee’s Deferred Compensation Plan account.


 


(ii)           Notwithstanding the
provisions of §6(e)(i), in the event the Employee accepts other employment
during the Severance Period, the Employer shall be entitled to reduce the
amount payable under §6(e)(i) by an amount equal to the income received by the
Employee pursuant to such new employment during the Severance Period.


 


(iii)          Except as otherwise set
forth in this §6(e), the Employee shall not be entitled to any severance or
other compensation after termination.


 


§7.           INVENTIONS;
ASSIGNMENT.  All rights to
discoveries, inventions, improvements and innovations (including all data and
records pertaining thereto) related to the Employer’s business, whether or not
patentable, copyrightable, registrable as a trademark, or reduced to writing,
that the Employee may discover, invent or originate during the term of his
employment hereunder, and for a period of six (6) months thereafter, either
alone or with others and whether or not during working hours or by the use of
the facilities of the Employer (“Inventions”), shall be the exclusive
property of the Employer.  The Employee shall
promptly disclose all Inventions to the Employer, shall execute at the request
of the Employer any assignments or other documents the Employer may deem
necessary to protect or perfect its rights therein, and shall assist the
Employer, at the Employer’s expense, in obtaining, defending and enforcing the
Employer’s rights therein.  The Employee
hereby appoints the Employer as his attorney-in-fact to execute on
his behalf any assignments or other documents deemed necessary by the Employer
to protect or perfect its rights to any Inventions.


 


§8.           CONFIDENTIAL
INFORMATION.  The Employee
recognizes and acknowledges that certain proprietary and confidential
information of the Employer, including without limitation information regarding
customers, pricing policies, methods of operation, proprietary computer
programs, sales, products, profits, costs, markets, key personnel, formulae,
product applications, technical processes, and trade secrets (hereinafter
called “Confidential  Information”) are valuable, special, and
unique assets of the Employer and its affiliates.  The Employee shall not, during or after his term of employment,
disclose any or any part of the Confidential Information to any person, firm,
corporation, association, or any other entity for any reason or purpose
whatsoever, directly or indirectly, except as may be required pursuant to his
employment hereunder and except as required by law, unless and until such
Confidential Information becomes publicly available other than as a consequence
of the breach by the Employee of his confidentiality obligations
hereunder.  In the event of the
termination of his employment, whether voluntary or involuntary and whether by
the Employer or the Employee, the Employee shall deliver to the Employer all
documents and data pertaining to the Confidential Information and shall not
take with him any documents or data of any kind or any reproductions (in whole
or in part) or extracts of any items relating to the Confidential Information.


 


§9.           NON-COMPETITION.  In consideration of the Employer’s
obligations hereunder, during the term of the Employee’s employment hereunder
and during the Designated Period (as defined herein), the Employee will not (i)
anywhere within North America, engage, directly or indirectly, alone or as a
shareholder (other than as a holder of stock of the Employer (or any of its
affiliates) or as a holder of


 


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less than five percent (5%) of
the common stock of any publicly traded corporation), partner, officer,
director, employee or consultant of any other business organization that (A) is
engaged or becomes engaged in the business of providing publishing and printing
services for periodicals, journals and books or (B) is engaged in any other
business activity that the Employer is conducting at the time of the Employee’s
termination or any activity related thereto of which the Employee had knowledge
that the Employer proposes to conduct (the “Designated  Industry”),
(ii) divert to any competitor of the Employer any customer of the Employer, or
(iii) solicit or encourage any officer, employee or consultant of the Employer
to leave its employ for employment by or with any competitor of the
Employer.  The term “Designated  Period”
shall mean a period following the termination of the Employee’s employment
hereunder equal to the longer of (a) twelve (12) months and (b) the Severance
Period.  If at any time the provisions
of this §9 shall be determined to be invalid or unenforceable, by reason of
being vague or unreasonable as to area, duration or scope of activity, this §9
shall be considered divisible and shall become and be immediately amended to
only such area, duration and scope of activity as shall be determined to be
reasonable and enforceable by the court or other body having jurisdiction over
the matter; and the Employee agrees that this §9 as so amended shall be valid
and binding as though any invalid or unenforceable provision had not been
included herein.


 


§10.         GENERAL.


 


(a)           Notices.  All notices and other communications
hereunder shall be in writing or by written telecommunication, and shall be
deemed to have been duly given if delivered personally or if mailed by
certified mail, return receipt requested, postage prepaid or sent by written
telecommunication or telecopy, to the relevant address set forth below, or to
such other address as the recipient of such notice or communication shall have
specified to the other party hereto in accordance with this §10(a):


 


If to the
Employer, to:


 


c/o The Sheridan Group, Inc.


11311 McCormick Road, Ste. 260


Hunt Valley, Maryland 
21031-1437


Attention: 
President


 


With a copy to:


 


Robert M. Wolf, Esq.


Bingham Dana LLP


150 Federal Street


Boston, Massachusetts 
02110


 


If to the
Employee, to:


 


G. Paul Bozuwa


1145 Bragg Hill Road


Fayston, VT 
05673


 


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With a copy to:


 


Gail E. Haefner, Esq.


Paul, Frank & Collins, Inc.


1 Church Street, PO Box 1307


Burlington, Vermont 
05402


 


(b)           Equitable
Remedies.  Each of the
parties hereto acknowledges and agrees that upon any breach by the Employee of
his obligations under §§7, 8 and 9 hereof, the Employer will have no adequate
remedy at law, and accordingly will be entitled to specific performance and
other appropriate injunctive and equitable relief.


 


(c)           Severability.  If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired.


 


(d)           Waivers.  No delay or omission by either party hereto
in exercising any right, power or privilege hereunder shall impair such right,
power or privilege, nor shall any single or partial exercise of any such right,
power or privilege preclude any further exercise thereof or the exercise of any
other right, power or privilege.


 


(e)           Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


(f)            Assigns.  This Agreement shall be binding upon and
inure to the benefit of the heirs and successors of each of the parties hereto.


 


(g)           Entire
Agreement.  This Agreement
contains the entire understanding of the parties, supersedes all prior
agreements and understandings relating to the subject matter hereof and shall
not be amended except by a written instrument hereafter signed by each of the
parties hereto.  Without limiting the
foregoing, this Agreement supersedes in its entirety the Employment Agreement
dated as of February 2, 1998 between the Employee and Capital City Press, Inc.
and the Non-competition Agreement dated as of February 2, 1998 between the
Employee and the Employer, each of which is hereby terminated.


 


(h)           Governing
Law.  This Agreement and the
performance hereof shall be construed and governed in accordance with the laws
of the State of Vermont.


 


 


IN WITNESS WHEREOF,
and intending to be legally bound hereby, the parties hereto have caused this
Agreement to be duly executed as of the date and year first above written


 


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  THE SHERIDAN GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A.
  Saxton

  
	
   

  	
  Title:

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ G. Paul
  Bozuwa

  
	
   

  	
  G. Paul Bozuwa

  



 


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THE
SHERIDAN GROUP, INC.


11311 McCormick Road, Suite 260


Hunt Valley, Maryland  21031-1437


 


April 18, 2003


 


Mr. G. Paul Bozuwa


P.O. Box 127


Lyme Center, NH  03769


 


RE:  First Amendment to
Employment Agreement


 


Dear Paul:


 


Reference is
hereby made to the Employment Agreement, dated as of June 30, 2001 (the “Employment
Agreement”), between The Sheridan Group, Inc., a Maryland corporation
(the “Employer”), and G. Paul Bozuwa (the “Employee”).  Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Employment
Agreement.


 


1.             Renewal of Initial
Term.  We hereby agree with you to
extend the Initial Term of your employment under the Employment Agreement to
June 30, 2004.


 


2.             Amendments to
Employment Agreement.  We hereby
further agree with you to amend the Employment Agreement as follows:


 


The first sentence of Section 2 of the Employment Agreement is hereby
amended and restated in its entirety to read as follows:


 


“The Employee shall be employed as President of Dartmouth Journal
Services, a New Hampshire corporation.”


 


3.             Miscellaneous.  In all other respects, the Employment
Agreement shall remain in full force and effect.


 


Please indicate your agreement to the foregoing by signing and
returning to the Employer a counterpart of this letter.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE SHERIDAN GROUP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John A. Saxton

  	
   

  
	
   

  	
   

  	
   

  	
  John A. Saxton

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
  The Sheridan Group

  



 


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  Agreed to and accepted by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ 
  G. Paul Bozuwa

  	
   

  	
   

  
	
  G. Paul Bozuwa

  	
   

  	
   

  
						



 


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