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” 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, position, scope of authority or responsibilities, the assignment to the
Employee of any duties or responsibilities which are materially inconsistent
with such status, position, authority or responsibilities; involuntary
relocation of the Employee to an extent requiring an increase in his commute to
his normal place of employment of more than 50 miles; or any removal of the
Employee from or failure to reappoint him to any of positions to which the
Employee has been appointed by the Employer, except in connection with the
termination of his employment; or


 


(ii)           a material reduction by the Employer in the
Employee’s compensation or benefits, except in conjunction with a general
reduction by the Employer in the salaries of it’s executive level employees or
the TDP site management team.


 


(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 eighteen (18) months
(the “Severance Period”), (B) provided that the Employee elects
continuation coverage, commonly known as COBRA coverage, under the health
insurance plan maintained by the Employer for its full time salaried employees,
the Employer, during the Severance Period, will pay the excess of the required
COBRA premium for the Employee (and his spouse and dependents to the extent
covered by the Employer’s health insurance plan at the time of Executive’s
termination of employment) over the premium paid by the Employee for such
coverage immediately prior to the Employee’s termination of employment, (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 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 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 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 journals, catalogs, 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:


 


	
  Carmen Romano

  
	
  Dechert LLP

  
	
  Cira Centre Building

  
	
  2929 Arch Street

  
	
  Philadelphia, PA 19104-2808

  



 


If to the Employee, to:


 


	
  Robert M. Moore

  
	
  The Dingley Press

  
	
  119 Lisbon Street

  
	
  Lisbon, ME 04250

  



 


(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


 


 


	
   

  	
  THE SHERIDAN GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Saxton

  	
   

  
	
   

  	
   

  	
  John A. Saxton

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
  Signed: March 28, 2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ R. Moore

  	
   

  
	
   

  	
   

  	
  Robert M. Moore

  
	
   

  	
   

  	
  Signed: March 28, 2006