ADDENDUM TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Exhibit
10.37
ADDENDUM
TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
This
ADDENDUM TO EMPLOYMENT AND
NON-COMPETITION AGREEMENT (this "Addendum"), dated as
of February 18, 2008, is between The Sheridan Group, Inc., a Maryland
corporation (the "Employer"), and G.
▇▇▇▇ ▇▇▇▇▇▇ (the "Employee")
(collectively, “the Parties”).
WHEREAS, the Parties entered
into an Employment and Non-Competition Agreement (the “Agreement”) on or about
April 1, 2007; and
WHEREAS, a question has arisen
between the Parties with respect to the application and duration of §§6(e), 7, 8
and 9 of the Agreement; and
WHEREAS, the Parties wish to
enter into this Addendum to clarify their intent and eliminate any ambiguity
with respect to §§6(e), 7, 8 and 9 of the Agreement; and
WHEREAS, it is the intent of
the Parties that all terms and conditions of the Agreement shall continue to
remain in full force and effect, subject to the clarification set forth in this
Addendum.
NOW, THEREFORE, it is hereby
agreed as follows:
1. The
above recitals are incorporated herein by reference, and are intended to be
binding upon the Parties.
2. The
Parties acknowledge and agree that it is the mutual intent of the Parties that
the Employee’s rights and remedies upon termination set forth in §6(e) of the
Agreement apply to the termination at any
time of
Employee’s employment by the Employer (and/or the Employer’s successors and/or
assigns) without Cause pursuant to §6(c) or by the Employee with Good Reason
pursuant to §6(d). Moreover, it is the Parties’ specific intent that
the Employee’s rights and remedies upon termination set forth in §6(e) will
survive the termination of the Agreement.
3. The
Parties acknowledge and agree that it is the mutual intent of the Parties that
the Employee’s obligations to the Employer (and/or the Employer’s successors
and/or assigns) set forth in §7 (Inventions; Assignment); §8 (Confidential
Information); and §9 (Non-Competition) of the Agreement apply to the termination
at any time
of Employee’s employment with Employer (and/or the Employer’s successors
and/or assigns). Moreover, it is the Parties’ specific intent that the
Employee’s obligations to the Employer set forth in §▇, §▇ and §9 will survive
the termination of the Agreement.
4. The
Parties each acknowledge and agree that this Addendum is supported by the
consideration set forth in the Agreement, which the Parties acknowledge to be
good and valuable.
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.
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THE SHERIDAN GROUP,
INC.
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By:
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
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President
and Chief Executive Officer
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/s/ G. ▇▇▇▇ ▇▇▇▇▇▇
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G.
▇▇▇▇ ▇▇▇▇▇▇
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