Exhibit 10.8


 


EMPLOYMENT  AGREEMENT


(John A. Saxton)


 


This EMPLOYMENT AND NON-COMPETITION AGREEMENT
(this “Agreement”), dated as of February 2, 1998, is between The
Sheridan Group, Inc., a Maryland corporation (the “Employer”), and John
A. Saxton (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
Executive Officer of the Employer.  In
such capacity, the Employee shall have the executive responsibilities and
duties assigned by the Employer’s Board of Directors (the “Board”).  The Employee agrees to devote his full time
and best efforts to the performance of his duties to the Employer.


 


§3.           TERM. 
The term of employment of the Employee hereunder shall commence on the
Closing Date under and as defined in the Recapitalization Agreement dated as of
December 29, 1997 among the Employer and the other parties named therein (the “Commencement
Date”) and shall continue until March 31, 2000 (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 $410,000. 
Such Base Salary shall be reviewed periodically by the Board and may be
increased from time to time at the sole discretion of the Board.


 

















 


(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 50% of the Base Salary then in effect, 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.  Health, disability and life insurance for
the Employee shall be provided by the Employer under group health, disability
and life 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.  In addition,
the Employer shall continue to pay the premiums with respect to the supplemental
life insurance coverage provided pursuant to and in accordance with the Split
Dollar Agreement dated October 26, 1995.


 


(d)           Stock  Options.  The Employee is entitled to receive options
to purchase 5,000 shares of the Employer’s Class A Common Stock, $.01 par value
per share, under the Employer’s 1998 Stock Option Plan on terms and conditions
to be established by the Board pursuant thereto.


 


(e)           Additional  Annual  Bonus.  In addition to the Incentive Bonus, the
Employee is entitled to receive from the Employer, for each of the fiscal years
of the Employer ended after the date hereof, an additional annual bonus (the “Additional
Bonus”) in an amount equal to (i) $30,000 minus (ii) the amount
of all contributions made by the Employer to the Employer’s Profit Sharing Plan
for the account of the Employee during such fiscal year.  The Additional 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.


 


§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


 


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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


 


(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 of even date herewith among the Employer and its
stockholders, 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.


 


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(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 (including reporting responsibilities), the
assignment to the Employee of any duties or responsibilities which are
materially inconsistent with such status, title, position, authority or
responsibilities; 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 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 the
longer of the remainder of the then current employment term or one year, and
(B) payment of any expense reimbursements under §5 hereof for expenses incurred
in the performance of his duties prior to termination.


 


(ii)           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


 


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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 twelve (12) 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 assets 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, 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) thereafter, the Employee
will not (i) anywhere within North America, engage, directly or indirectly,
alone or as a shareholder (other than 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, magazines and journals 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 that the Employer has notified the
Employee that it 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 equal


 


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to the
longer of (x) twelve (12) months or (y) the period during which the Employer is
paying to the Employee the severance payments described in §6(e).  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 BancBoston
Ventures Inc.


175 Federal
Street, 10th floor


Boston,
Massachusetts


Attention:  Craig H. Deery


 


With a copy to:


 


Robert M. Wolf,
Esq.


Bingham Dana LLP


150 Federal Street


Boston,
Massachusetts  02110


 


If to the Employee, to:


 


John A. Saxton


12313 Cleghorn
Road


Hunt Valley,
Maryland  21030


 


(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


 


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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
April 1, 1995 between the Employee and the Employer 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
Maryland.


 


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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.


 


 


	
   

  	
  THE SHERIDAN GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Robert M. Jakobe

  	
   

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John A. Saxton

  	
   

  
	
   

  	
  John A. Saxton

  



 


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THE SHERIDAN
GROUP, INC.


11311 McCormick Road, Suite 260


Hunt Valley, Maryland 21031-1437


 


April 1, 2000


 


Mr. John A. Saxton


12313 Cleghorn Road


Hunt Valley, Maryland  21030


 


Re:          First Amendment to
Employment Agreement


 


Dear Mr. Saxton:


 


Reference is hereby made to the Employment Agreement, dated as of February
2, 1998 (the “Employment  Agreement”), between The Sheridan Group,
Inc., a Maryland corporation (the “Employer”), and John A. Saxton.  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 March 31, 2001.


 


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


 


(a)           The second sentence of
Section 4(a) of the Employment Agreement is hereby amended and restated in its
entirety to read as follows:


 


“The Base Salary will be paid at an annual rate of $460,000.”


 


(b)           Section 6(d)(i) of the
Employment Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(i)          a
material reduction in the Employee’s status, title, position, scope of
authority or responsibilities (including reporting responsibilities), the
assignment to the Employee of any duties or responsibilities which are
materially inconsistent with such status, title, position, authority or
responsibilities; relocation of the Employer’s corporate offices more than 50
miles away from their


 


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location in Hunt Valley, Maryland; 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”


 


(c)           Section 6(e)(i) of the
Employment Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(i)          If
the Employee’s employment hereunder is terminated by the Employer pursuant to
§6(c), by the Employer pursuant to §3 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
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 the longer of the remainder of
the then current employment term or two years, and (B) payment of any expense
reimbursements under §5 hereof for expenses incurred in the performance of his
duties prior to termination.”


 


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/ Robert M. Jakobe

  	
   

  	 

	
   

  	
  Title:

  	
  VP, Finance, TSG

  
	
   

  	
   

  	
   

  
	
  Agreed to and accepted by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ John A. Saxton

  	
   

  	
   

  	
   

  
	
  John A. Saxton

  	
   

  	
   

  
								



 


 


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