Exhibit
10.10


 


EMPLOYMENT
AND NON-COMPETITION AGREEMENT


(Joan
B. Weisman)


 


This
EMPLOYMENT
AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of
October 31, 2001, is between The Sheridan Group, Inc., a Maryland corporation
(the “Employer”), and Joan B. Weisman (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 Sheridan Press, Inc., a Maryland
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 her full time and best efforts to the performance of
her 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 her duties under this Agreement.


 


§3.           TERM.  The term of employment of the Employee hereunder
shall commence on October 31, 2001 (the “Commencement  Date”) and
shall continue until October 31, 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.


 


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(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 in accordance with the Employer’s Deferred Compensation
Plan (the “Deferred Compensation Plan”). 
The Retention Bonus will be administered and subject to a five (5) year
vesting requirement as provided in the Deferred Compensation Plan.


 


§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 her 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 her 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 her 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 her 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 her 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 twenty (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 her to
any of such positions, except in connection with the termination of her
employment for Cause, as a result of her 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 her duties prior to termination, and
(D) immediate vesting of the Employee’s deferred compensation account in accordance
with the Deferred Compensation Plan.


 


(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 her 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 her attorney-in-fact to execute on her 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 her 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 her 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
her confidentiality obligations hereunder. 
In the event of the termination of her 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 her 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


 


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as a shareholder (other than as
a holder of stock of the Employer (or any of its affiliates) or as a holder of
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:


 


Joan B. Weisman


1706 Farmshire Court


Jarrettsville, MD  21084


 


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(b)           Equitable
Remedies.  Each of the parties hereto acknowledges and
agrees that upon any breach by the Employee of her 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)           Arbitration
of Disputes.  Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall, to the extent permitted
by law, be settled by arbitration in any forum and form agreed upon by the
parties, or in the absence of such an agreement, under the auspices of the
American Arbitration Association (“AAA”) in Baltimore, Maryland in accordance
with the Employment Dispute Resolution Rules of the AAA, including, but not
limited to, the rules and procedures applicable to the selection of
arbitrators.  Notwithstanding the
foregoing, this §10(g) shall not preclude either party from pursuing a court
action for the sole purpose of obtaining a temporary restraining order or a
preliminary injunction in circumstances in which such relief is appropriate,
provided that any other relief shall be pursued through an arbitration
proceeding pursuant to this §10(g).  The
prevailing party shall be entitled to collect reasonable fees and expenses
incurred by the prevailing party in connection with such arbitration or
litigation from the other party to such arbitration or litigation.


 


(h)           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.


 


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


 


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

  	
   

  	 

	
   

  	
   

  	
  John
  A. Saxton

  	 

	
   

  	
   

  	
  President
  and Chief Executive Officer

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Joan B. Weisman

  	
   

  
	
   

  	
   

  	
  Joan
  B. Weisman

  
						



 


 


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