EXHIBIT 10
EMPLOYMENT AGREEMENT
This Agreement (the "Agreement") is entered into as of the 15th day of
June, 2004, by and between ADVO, Inc., a Delaware corporation (the "Company")
and Xxxxxx Xxxxx (the "Executive").
WHEREAS, the Company desires to employ Executive as Interim Chief
Executive Officer of the Company upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties agree as follows:
1. DUTIES. Executive shall be employed as Interim Chief Executive
Officer of the Company. Executive shall be responsible for all aspects of the
Company's operations and shall fulfill such duties under the direction and
consistent with the policies established by the Board of Directors of the
Company. Executive shall also be responsible for recruiting and hiring a
permanent CEO and for assisting in the transition of the new CEO.
2. TERM OF EMPLOYMENT. The term of Executive's employment hereunder
shall commence on or around June 15, 2004, and continue through December 31,
2004 (the "Term"). The Company has the right to terminate Executive's employment
during the Term only for Cause (as such term is defined below). In the event the
Company terminates Executive's employment during the Term without Cause, the
Company shall continue to pay Executive's salary and other benefits provided
herein for the balance of the Term.
The term "Cause" shall mean an act or omission by Executive that the
Board of Directors of the Company has reasonably concluded falls within one or
more of the following:
(a) fraud or dishonesty; or
(b) indictment of a felony or any crime involving moral turpitude
or which could reflect unfavorably upon the Company.
3. COMPENSATION. The Company shall pay Executive a salary in an amount
equal to $90,000.00 (Ninety thousand dollars) per month, payable in accordance
with the Company's normal payroll procedures. The Company agrees to pay
Executive a gross up payment to compensate her for any incremental increase in
her state tax liability based on Connecticut versus Michigan tax rates.
Executive shall also receive a grant of 4500 shares of restricted stock in the
Company in January, 2005 to the same extent as if she had remained an
independent director of the Company throughout 2004.
4. EXPENSES. The Company shall either reimburse Executive or directly
pay Executive's expenses incurred in temporarily relocating to Connecticut,
including but not limited to, actual moving and other relocation expenses and,
housing costs during the Term. The Company shall also pay for an automobile for
Executive's use during the Term, including all insurance, repair and other costs
associated with the automobile. The Company shall reimburse Executive for
reasonable and necessary expenses incurred by her in the normal course of
performing her duties under this Agreement, such reimbursement to be made
periodically upon presentation of appropriate receipts or other substantiation
in accordance with the Company's policies. The Company shall reimburse Executive
for legal fees incurred in connection with the negotiation, preparation and
enforcement of this Agreement.
5. MISCELLANEOUS BENEFITS AND VACATION. Executive shall be entitled to
participate in such employee benefit programs as may be in effect during the
Term for comparable level employees. The corporate plane shall be available for
Executive's use, including but not limited to, commuting back and forth between
Michigan and Connecticut on the weekends. Executive shall be entitled to paid
vacation based on mutual agreement of the parties taking into consideration
Executive's previous vacation commitments.
6. WITHHOLDING. Executive acknowledges that certain payments provided
for herein are subject to withholding and other taxes.
7. ASSIGNMENT AND SUCCESSORS. This Agreement may not be assigned by
Executive and may be assigned by the Company only after obtaining the prior
written consent of Executive, and no such consent shall operate as a waiver of
any other rights pursuant to this Agreement. The rights and obligations of the
Company shall inure to the benefit of and shall be binding upon the successors
and assigns of the Company.
8. ENTIRE AGREEMENT. This Agreement, along with all instruments and
agreements referred to in this Agreement, contains the entire agreement of the
parties hereto relating to the employment of Executive by the Company and
supersedes all oral or written agreements, commitments, or understandings
between the parties hereto with respect to the matters provided herein.
9. CONSTRUCTION AND SEVERABILITY. This Agreement shall be governed by
the laws of the State of Michigan. Each provision of this Agreement shall be
considered separable and, if for any reason any provision herein is determined
to be invalid, such invalidity shall not impair or otherwise affect the validity
of the other provisions of this Agreement. Moreover, the parties agree to
replace such invalid provision with a substitute provision that will satisfy the
intent of the parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and the year first above written.
ADVO, Inc. a Delaware corporation
By: /s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Its: Lead Director
By: /s/ XXXXX XXXX
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Xxxxx Xxxx
Chair, Corporate Governance Committee
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
"Executive"
