**Exhibit 10.23**

 

**EMPLOYMENTAND NON-COMPETITION AGREEMENT**

**(Robert M.Moore)**

 

This **EMPLOYMENTAND NON-COMPETITION AGREEMENT** (this “Agreement”), dated as ofApril 1, 2006, is between The Sheridan Group, Inc., a Marylandcorporation (the “Employer”), and Robert M. Moore (the “Employee”).

 

**WHEREAS**, the Employer wishes to employ the Employeeas an executive officer of the Employer, and the Employee wishes to work as anexecutive 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 theconditions hereinafter set forth.

 

§2.           **DUTIES**. The Employee shall be employed as thePresident and Chief Operating Officer of The Dingley Press, a Mainecorporation. In such capacity, the Employee shall have the executiveresponsibilities and duties assigned by the Employer’s Board of Directors (the “Board”)and shall report directly to the President of the Employer. The Employee agreesto devote his full time and best efforts to the performance of his duties tothe Employer. Nothing contained herein shall be construed as prohibiting the Employeefrom serving as a director of any entity that is not in the DesignatedIndustry, as defined in §8, so long as such activity does not involve asubstantial time commitment and otherwise does not interfere with theperformance of his duties under this Agreement.

 

§3.           **TERM**. The term of employment of the Employeehereunder shall commence on April 1, 2006 (the “CommencementDate”)and shall continue until April 1, 2007 (the “InitialTerm”),unless earlier terminated pursuant to §6, and shall be renewed automaticallyfor additional one (1) year terms thereafter unless terminated by eitherparty by written notice to the other party given at least ninety (90) daysprior to the expiration of the then current term.

 

§4.           **COMPENSATION****ANDBENEFITS**. During the term of the Employee’semployment hereunder, in consideration for the services of the Employeehereunder, the Employer shall compensate the Employee as follows:

 

(a)           **Base****Salary**. The Employer shall pay the Employee, inaccordance with the Employer’s current payroll practices, a base salary (the “BaseSalary”). 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 theBoard and is in addition to the other benefits set forth herein.

 

(b)           **Management****IncentiveBonus**. The Employee shall be eligible to receivefrom the Employer, for each of the fiscal years of the Employer ended after thedate hereof, a management incentive bonus (the “IncentiveBonus”)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 tothe end of the first fiscal quarter for each such fiscal year. The IncentiveBonus for each fiscal year shall be paid within 30 days after the completion ofthe Employer’s audited financial statements for such fiscal year.

 

(c)           **Insurance****; OtherBenefits**. Accident, disability, and health insurancefor the Employee shall be provided by the Employer under group accident,disability, and health insurance plans maintained by the Employer for, and onthe terms and conditions generally applicable to, its full-time, salariedemployees as such employment benefits may be modified from time to time by theEmployer for all full-time, salaried employees. The amount and extent of suchcoverage shall be subject to the discretion of the Board. The Employee shallalso be eligible to participate in any deferred compensation or

 

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retirementplans maintained by the Employer, in accordance with the terms of such plans asin effect from time to time.

 

§5.           **EXPENSES**. The Employer shall reimburse the Employeefor all reasonable expenses of types authorized by the Employer and incurred bythe Employee in the performance of his duties hereunder. The Employee shallcomply with such budget limitations and approval and reporting requirementswith respect to expenses as the Employer may establish from time to time.

 

§6.           **TERMINATION**. The Employee’s employment hereunder shallcommence on the Commencement Date and continue until the expiration of theInitial Term, and any extension of such term pursuant to §3, except that theemployment of the Employee hereunder shall earlier terminate:

 

(a)           **Death****orDisability**. Upon the death of the Employee during theterm of his employment hereunder or, at the option of the Employer, in theevent of the Employee’s physical or mental disability, upon thirty (30) days’written notice from the Employer. The Employee shall be deemed disabled if anindependent medical doctor (selected by the Employer’s health or disabilityinsurer) certifies that the Employee has for 180 days, consecutive ornon-consecutive, in any twelve (12) month period been physically or mentallydisabled in a manner which seriously interferes with her ability to perform hisresponsibilities under this Agreement. Any refusal by the Employee to submit toa medical examination for the purpose of certifying physical or mentaldisability under this §6(a) shall be deemed to constitute conclusiveevidence of the Employee’s physical or mental disability.

 

(b)           **For Cause**. For “Cause” immediately upon written noticeby the Employer to the Employee. For purposes of this Agreement, a terminationshall be for Cause if any one or more of the following has occurred:

 

(i)            the Employee shall have committed an act offraud, embezzlement or misappropriation against the Employer, including, butnot limited to, the offer, payment, solicitation or acceptance of any unlawfulbribe or kickback with respect to the Employer’s business; or

 

(ii)           the Employee shall have been convicted by acourt 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, afterexplicit written notice, to obey any lawful resolution of or direction by theBoard which is consistent with his duties hereunder; or

 

(iv)          the Employee has been chronically absent fromwork (excluding vacations, illnesses or leaves of absence approved by theBoard); or

 

(v)           the Employee shall have failed to perform theduties incident to his employment with the Employer on a regular basis, andsuch failure shall have continued for a period of twenty (20) days afterwritten 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 theunlawful use (including being under the influence) or possession of illegaldrugs on the Employer’s premises; or

 

(vii)         the Employee shall have breached any one ormore provisions of the Stock Purchase Agreement, dated as of August 1,2003, among the Employer and its stockholders as amended and in effect fromtime to time, and such breach shall have continued for a period of ten (10) daysafter written notice to the Employee specifying such breach in reasonabledetail.

 

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(c)           **Resignation****WithoutGoodReason;Without Cause**. Upon thirty (30) days’ written notice bythe Employer to the Employee or by the Employee to the Employer without GoodReason (as defined below).

 

(d)           **Resignation****WithGoodReason.**Upon written notice by theEmployee to the Employer for Good Reason specifying in reasonable detail thebasis for such termination, provided, that such notice shall be given no morethan thirty (30) days following the event or condition which gives rise to suchtermination. For purposes of this Agreement, the term “Good Reason” shall meanthe occurrence of any of the events or conditions described in subparagraphs (i) through(ii) hereof without the Employee’s express written consent which is notcorrected within twenty (20) days after delivery by the Employee of writtennotice to the Employer:

 

(i)            a material reduction in the Employee’sstatus, position, scope of authority or responsibilities, the assignment to theEmployee of any duties or responsibilities which are materially inconsistentwith such status, position, authority or responsibilities; involuntaryrelocation of the Employee to an extent requiring an increase in his commute tohis normal place of employment of more than 50 miles; or any removal of theEmployee from or failure to reappoint him to any of positions to which theEmployee has been appointed by the Employer, except in connection with thetermination of his employment; or

 

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

 

(e)           **Rights****andRemediesUponTermination**.

 

(i)           If the Employee’s employment hereunder isterminated by the Employer pursuant to §6(c) or by the Employee with GoodReason pursuant to §6(d), then the Employee shall be entitled to receive (A) severancepayments, in accordance with the Employer’s then current payroll practices, atan annual rate equal to the sum of (1) the Employee’s Base Salary ineffect at the time of such termination plus (2) the average of theIncentive Bonuses earned by the Employee for the two fiscal years immediatelypreceding the date of termination, for a period equal to eighteen (18) months(the “Severance Period”), (B) provided that the Employee electscontinuation coverage, commonly known as COBRA coverage, under the healthinsurance plan maintained by the Employer for its full time salaried employees,the Employer, during the Severance Period, will pay the excess of the requiredCOBRA premium for the Employee (and his spouse and dependents to the extentcovered by the Employer’s health insurance plan at the time of Executive’stermination of employment) over the premium paid by the Employee for suchcoverage immediately prior to the Employee’s termination of employment, (C) paymentof any expense reimbursements under §5 hereof for expenses incurred in theperformance of his duties prior to termination, and (D) immediate vestingof the Employee’s deferred compensation account in accordance with the DeferredCompensation 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) byan amount equal to the income received by the Employee pursuant to such newemployment 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 aftertermination.

 

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

 

§8.           **CONFIDENTIAL****INFORMATION**. The Employee recognizes and acknowledgesthat 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, technicalprocesses, and trade secrets (hereinafter called “ConfidentialInformation”)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 orany part of the Confidential Information to any person, firm, corporation,association, or any other entity for any reason or purpose whatsoever, directlyor indirectly, except as may be required pursuant to his employment hereunderand except as required by law, unless and until such Confidential Informationbecomes publicly available other than as a consequence of the breach by theEmployee of his confidentiality obligations hereunder. In the event of thetermination of his employment, whether voluntary or involuntary and whether bythe Employer or the Employee, the Employee shall deliver to the Employer alldocuments and data pertaining to the Confidential Information and shall nottake with him any documents or data of any kind or any reproductions (in wholeor in part) or extracts of any items relating to the Confidential Information.

 

§9.           **NON****-COMPETITION**. In consideration of the Employer’sobligations hereunder, during the term of the Employee’s employment hereunderand during the Designated Period (as defined herein), the Employee will not (i) anywherewithin 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) oras a holder of less than five percent (5%) of the common stock of any publiclytraded corporation), partner, officer, director, employee or consultant of anyother business organization that (A) is engaged or becomes engaged in thebusiness of providing publishing and printing services journals, catalogs, andbooks or (B) is engaged in any other business activity that the Employeris conducting at the time of the Employee’s termination or any activity relatedthereto of which the Employee had knowledge that the Employer proposes to conduct(the “DesignatedIndustry”), (ii) divert to any competitorof the Employer any customer of the Employer, or (iii) solicit orencourage any officer, employee or consultant of the Employer to leave itsemploy for employment by or with any competitor of the Employer. The term “DesignatedPeriod” shall mean a period following the termination of the Employee’semployment hereunder equal to the longer of (a) twelve (12) months and (b) theSeverance Period. If at any time the provisions of this §9 shall be determinedto be invalid or unenforceable, by reason of being vague or unreasonable as toarea, duration or scope of activity, this §9 shall be considered divisible andshall become and be immediately amended to only such area, duration and scopeof activity as shall be determined to be reasonable and enforceable by thecourt or other body having jurisdiction over the matter; and the Employeeagrees that this §9 as so amended shall be valid and binding as though anyinvalid or unenforceable provision had not been included herein.

 

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§10.         **GENERAL**.

 

(a)           **Notices**. All notices and other communicationshereunder shall be in writing or by written telecommunication, and shall bedeemed to have been duly given if delivered personally or if mailed bycertified mail, return receipt requested, postage prepaid or sent by writtentelecommunication or telecopy, to the relevant address set forth below, or tosuch other address as the recipient of such notice or communication shall havespecified 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 andagrees that upon any breach by the Employee of her obligations under §§7, 8 and9 hereof, the Employer will have no adequate remedy at law, and accordinglywill be entitled to specific performance and other appropriate injunctive andequitable relief.

 

(c)           **Severability**. If any provision of this Agreement is orbecomes invalid, illegal or unenforceable in any respect under any law, thevalidity, legality and enforceability of the remaining provisions hereof shallnot in any way be affected or impaired.

 

(d)           **Waivers**. No delay or omission by either party heretoin 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 anyother right, power or privilege.

 

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

 

(f)            **Assigns**. This Agreement shall be binding upon andinure 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 orrelating to this Agreement or the breach thereof shall, to the extent permittedby law, be settled by arbitration in any forum and form agreed upon by theparties, or in the absence of such an agreement, under the auspices of theAmerican Arbitration Association (“AAA”) in Baltimore, Maryland in accordancewith the

 

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EmploymentDispute Resolution Rules of the AAA, including, but not limited to, the rules andprocedures applicable to the selection of arbitrators. Notwithstanding theforegoing, this §10(g) shall not preclude either party from pursuing acourt action for the sole purpose of obtaining a temporary restraining order ora preliminary injunction in circumstances in which such relief is appropriate,provided that any other relief shall be pursued through an arbitrationproceeding pursuant to this §10(g). The prevailing party shall be entitled tocollect reasonable fees and expenses incurred by the prevailing party inconnection with such arbitration or litigation from the other party to sucharbitration or litigation.

 

(h)           **Entire****Agreement**. This Agreement contains the entireunderstanding of the parties, supersedes all prior agreements andunderstandings relating to the subject matter hereof and shall not be amendedexcept by a written instrument hereafter signed by each of the parties hereto.

 

(i)            **Governing****Law**. This Agreement and the performance hereofshall be construed and governed in accordance with the laws of the State ofMaryland.

 

**IN WITNESS WHEREOF**, and intending to be legally bound hereby,the parties hereto have caused this Agreement to be duly executed as of thedate 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 |
|        |                              |  |  |  |

 

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