# **Exhibit 10.43**

#  

# **March 3,2005**

#  

 

Ms. AnnM. Raider

46 IvyRoad

Wellesley,MA  02482

 

 

Dear Ann,

 

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

 

Following are the summarized terms of our offer:

 

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

 

•                  Leadingthe overall development of Vertis’ strategies and objectives to meet thecompany’s revenue and profit goals;

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

•                  Buildingprograms to enable Vertis to capitalize on existing relationships;

•                  Ensuringthat marketing and sales plans keep pace with changes the marketplace and ouroverall business mission;

•                  Effectuatingtimely responses and feedback to our Marketing and Sales teams maximizing anintegrated approach to customers and the marketplace;

•                  Challengingthe sales and marketing processes ensuring maximum execution and continuousimproved program effectiveness;

•                  Chartingnew and innovative directions for products and markets in order to support theoverall business growth

 

2.               It is ourunderstanding that you will resign from your current position promptly and thisoffer is contingent on your being able to begin work with Vertis three weeksfrom the date you resign from your current position.

 

----

 

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

 

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

 

5.               Upon joiningVertis, you will be paid a signing bonus of $50,000.  Payment of this bonus is contingent upon yourstarting work with us three weeks from the date you resign from your currentposition.  Should you choose to end yourassociation with Vertis prior to completing the first sixty days of youremployment, you agree to repay this amount in full to the Company and agreeVertis may set off such an amount against amounts owing to you at the end ofyour employment.   Should Vertisterminate you for Cause as defined below prior to you completing one full yearof employment you also agree to repay this amount in full to the Company andagree Vertis may set off such an amount against amounts owing to you at the endof your employment.

 

6.               You will receive anautomobile allowance of $990 permonth or $11,880 annually.

 

7.               You willparticipate in the Executive Incentive Plan. The details of this Plan will bediscussed and refined after you have accepted this offer and upon furtherdiscussion with me.

 

8.               As an element of yourcompensation, the Company intends to grant to you 5,000 shares of the Company’srestricted common stock under the Vertis Holdings, Inc. equity plan,subject to approval by the Company’s Board of Directors at it’s nextmeeting.  These shares of restrictedstock would be subject to the Company’s standard vesting provisions andrestrictions on transfer.  Theseprovisions would be more fully set forth in a Restricted Stock Agreement, to beentered into upon the award of the shares.

 

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

 

10.         In lieu of extending youbenefits under the terms of our Executive Relocation Policy, you will beafforded an allowance to help pay for the costs you will incur to rent anapartment 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 whatthe cost of your relocation to the Baltimore area would have been if suchbenefits were extended to you.  Individualsfrom our Human Resources and Finance Departments will work with you todetermine 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 needto mutually agree on the amount of the allowance.

 

----

 

11.         Your job performance willbe reviewed annually. Merit increases are based on performance and inaccordance with the company’s current policy and procedures.

 

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

 

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

 

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

 

•                  ThanksgivingDay

•                  DayAfter Thanksgiving

•                  ChristmasEve Day

•                  ChristmasDay

•                  NewYear’s Day

•                  MemorialDay

•                  IndependenceDay

•                  LaborDay

 

15.         As a senior member ofmanagement, your personal time off will be covered under our Executive Leavepolicy, which provides you up to 4 weeks of compensated leave yearly (leavescannot be accumulated from year to year). Your leaves will need to be approved by me and coordinated with ourcompany operations.

 

16.         Vertis requires that allemployees take and pass a pre-employment controlled substance screening priorto the beginning of employment. Therefore, this offer is contingent upon thelaboratory results of that test. Details containing our testing procedures willbe provided under separate cover.

 

17.         As appropriate for yourposition in senior management, this offer is contingent upon the successfulcompletion and results of comprehensive reference and background checks.

 

----

 

Due to the highly sensitive nature of ourbusiness, we require all professional and or management personnel to sign aBusiness Responsibility Agreement.

 

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

 

We understand that you are not a party to anyemployment contract or agreement which restricts your ability to devote thefull range of your skills and knowledge to Vertis Inc., or your right to engagein competition with your present employer after the termination of youremployment. If this understanding is incorrect, please notify usimmediately.  Accordingly, our offer iscontingent 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 VertisInc. You will be employed for no particular period of time; you have the rightto terminate your employment at any time for any reason, and the company has asimilar right. If the Company terminates your employment for any reason otherthan for Cause, then you will receive severance pay, in the form of payrollcontinuation of your annual base salary as of your date of separation, for aperiod of twelve (12) months, less all legally required deductions.  “Cause” shall mean (i) gross negligenceor willful misconduct by you in connection with the performance of your dutiesthat is materially injurious to the Company, monetarily or otherwise, (ii) theconviction of you by a court of competent jurisdiction for felony criminalconduct or (iii) material violation by you of the non-disclosure ofconfidential information or non-solicitation provisions of your BusinessResponsibility Agreement. The Company’s obligations to make payment hereundershall be unaffected by any change of control and a new controlling party maynot use a change of control as a means or subterfuge to avoid the obligationshereunder.

 

The terms of this offer of employmentextended to you are outlined in this letter and any additions or other changesmust also be in writing.

 

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

 

----

 

I am sure you realize that this position provides you the opportunityto enhance youralready considerable skills. I am certain you will find your new rolechallenging, rewarding and satisfying. We look forward to having you on theVertis, Inc. team.

 
| Sincerely,                                   |   |
|----------------------------------------------|--------|
|                                         |   |
|                                         |   |
| /S/ Dean D. Durbin                           |   |   |
|                                         |   |
| Dean D. Durbin                               |   |
| President & Chief Operating Officer |   |
|                                         |   |
|                                         |   |
| Acknowledged:                                |   |
|                                         |   |
| /S/ Ann M. Raider                            |   |   |
|                                         |   |
| Date:                                        |   |
|                                              |        |  |  |

 

----