Exhibit 10.43


 


March 3,
2005


 


 


Ms. Ann
M. Raider


46 Ivy
Road


Wellesley,
MA  02482


 


 


Dear Ann,


 


We all are excited about the possibility of
your joining Vertis, Inc. (“Vertis” or “Company”).  Clearly you bring to us an enormous amount of
experience, expertise, energy, drive and proven results.  As such, I am extending to you an offer to
join our team.  I am confident that you
will help us to position, build value and grow our company.


 


Following are the summarized terms of our offer:


 


1.               Specifically, you
would join Vertis Inc. in the position of Chief Strategy Officer.  In
that capacity, you would report to me.  In brief, the position’s responsibilities
include but are not limited to:


 


•                  Leading
the overall development of Vertis’ strategies and objectives to meet the
company’s revenue and profit goals;


•                  Overseeing,
strengthening and building all aspects of the Vertis brand;


•                  Building
programs to enable Vertis to capitalize on existing relationships;


•                  Ensuring
that marketing and sales plans keep pace with changes the marketplace and our
overall business mission;


•                  Effectuating
timely responses and feedback to our Marketing and Sales teams maximizing an
integrated approach to customers and the marketplace;


•                  Challenging
the sales and marketing processes ensuring maximum execution and continuous
improved program effectiveness;


•                  Charting
new and innovative directions for products and markets in order to support the
overall business growth


 


2.               It is our
understanding that you will resign from your current position promptly and this
offer is contingent on your being able to begin work with Vertis three weeks
from the date you resign from your current position.


 

















 


3.               Your office will be
located at 250 W. Pratt Street, Baltimore, MD 
21201.


 


4.               Your starting base
salary will be $300,000 annualized.  This will be distributed in an amount of $11,538 bi-weekly on Fridays.


 


5.               Upon joining
Vertis, you will be paid a signing bonus of $50,000.  Payment of this bonus is contingent upon your
starting work with us three weeks from the date you resign from your current
position.  Should you choose to end your
association with Vertis prior to completing the first sixty days of your
employment, you agree to repay this amount in full to the Company and agree
Vertis may set off such an amount against amounts owing to you at the end of
your employment.   Should Vertis
terminate you for Cause as defined below prior to you completing one full year
of employment you also agree to repay this amount in full to the Company and
agree Vertis may set off such an amount against amounts owing to you at the end
of your employment.


 


6.               You will receive an
automobile allowance of $990 per
month or $11,880 annually.


 


7.               You will
participate in the Executive Incentive Plan. The details of this Plan will be
discussed and refined after you have accepted this offer and upon further
discussion with me.


 


8.               As an element of your
compensation, the Company intends to grant to you 5,000 shares of the Company’s
restricted common stock under the Vertis Holdings, Inc. equity plan,
subject to approval by the Company’s Board of Directors at it’s next
meeting.  These shares of restricted
stock would be subject to the Company’s standard vesting provisions and
restrictions on transfer.  These
provisions would be more fully set forth in a Restricted Stock Agreement, to be
entered into upon the award of the shares.


 


9.               You will be
eligible to participate in the company’s Deferred Compensation Plan.  Upon acceptance of this offer, the details of
this Plan will be provided to you by TBG Financial.


 


10.         In lieu of extending you
benefits under the terms of our Executive Relocation Policy, you will be
afforded an allowance to help pay for the costs you will incur to rent an
apartment in the Baltimore area and to commute to your home in Massachusetts.
The amount of this allowance will be based on a reasonable projection of what
the cost of your relocation to the Baltimore area would have been if such
benefits were extended to you.  Individuals
from our Human Resources and Finance Departments will work with you to
determine the amount of this allowance. 
It is our expectation that this allowance is not likely to exceed
$60,000, but regardless of the amount it will be grossed up for taxes.  If this is not the case, you and I will need
to mutually agree on the amount of the allowance.


 

















 


11.         Your job performance will
be reviewed annually. Merit increases are based on performance and in
accordance with the company’s current policy and procedures.


 


12.         You will be eligible for
coverage under our group health, life insurance and disability plans on the
first day of the month following or coinciding with your start date providing
you have submitted a HIPAA certificate from your previous employer.  Our health insurance plans provide coverage
for most medical, dental and vision expenses. 
Several coverage options are available allowing you to select the
program that best meets your needs. 
Again, upon acceptance of this offer our benefit brochures and more
detailed and specific information would be provided to you under separate
cover.


 


13.         You will be eligible to
participate in our 401K Plan within 15 days of your hire date.  This program is administered by Mercer, and
you will have an array of investment options from which to choose.


 


14.         You will be immediately
eligible for all Vertis holidays, which are:


 


•                  Thanksgiving
Day


•                  Day
After Thanksgiving


•                  Christmas
Eve Day


•                  Christmas
Day


•                  New
Year’s Day


•                  Memorial
Day


•                  Independence
Day


•                  Labor
Day


 


15.         As a senior member of
management, your personal time off will be covered under our Executive Leave
policy, which provides you up to 4 weeks of compensated leave yearly (leaves
cannot be accumulated from year to year). 
Your leaves will need to be approved by me and coordinated with our
company operations.


 


16.         Vertis requires that all
employees take and pass a pre-employment controlled substance screening prior
to the beginning of employment. Therefore, this offer is contingent upon the
laboratory results of that test. Details containing our testing procedures will
be provided under separate cover.


 


17.         As appropriate for your
position in senior management, this offer is contingent upon the successful
completion and results of comprehensive reference and background checks.


 

















 


Due to the highly sensitive nature of our
business, we require all professional and or management personnel to sign a
Business Responsibility Agreement.


 


Additionally, federal requirements state that, at the time of your
employment, you must provide documentation establishing your identity and legal
right to work in the United States. Therefore, this offer is contingent on this
validation.


 


We understand that you are not a party to any
employment contract or agreement which restricts your ability to devote the
full range of your skills and knowledge to Vertis Inc., or your right to engage
in competition with your present employer after the termination of your
employment. If this understanding is incorrect, please notify us
immediately.  Accordingly, our offer is
contingent upon our receipt and review of any such agreement.


 


Furthermore, should you accept this offer;
there is no expressed or implied contract of employment between you and Vertis
Inc. You will be employed for no particular period of time; you have the right
to terminate your employment at any time for any reason, and the company has a
similar right. If the Company terminates your employment for any reason other
than for Cause, then you will receive severance pay, in the form of payroll
continuation of your annual base salary as of your date of separation, for a
period of twelve (12) months, less all legally required deductions.  “Cause” shall mean (i) gross negligence
or willful misconduct by you in connection with the performance of your duties
that is materially injurious to the Company, monetarily or otherwise, (ii) the
conviction of you by a court of competent jurisdiction for felony criminal
conduct or (iii) material violation by you of the non-disclosure of
confidential information or non-solicitation provisions of your Business
Responsibility Agreement. The Company’s obligations to make payment hereunder
shall be unaffected by any change of control and a new controlling party may
not use a change of control as a means or subterfuge to avoid the obligations
hereunder.


 


The terms of this offer of employment
extended to you are outlined in this letter and any additions or other changes
must also be in writing.


 


Please acknowledge your receipt of this offer, acceptance of it and
agreement with the terms outlined above by signing the attached copy of this
letter and returning it to me.


 

















 


I am sure you realize that this position provides you the opportunity
to enhance your
already considerable skills. I am certain you will find your new role
challenging, rewarding and satisfying. We look forward to having you on the
Vertis, Inc. team.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /S/ Dean D. Durbin

  	
   

  	
   

  
	
   

  	
   

  
	
  Dean D. Durbin

  	
   

  
	
  President & Chief Operating Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged:

  	
   

  
	
   

  	
   

  
	
  /S/ Ann M. Raider

  	
   

  	
   

  
	
   

  	
   

  
	
  Date: