Exhibit 10.11(e)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made March 14,
2001 between Valassis Communications, Inc. (the "Corporation") and Xxxx X.
Xxxxxxx (the "Executive").
WHEREAS, the Corporation and the Executive entered into that certain
Employment Agreement effective as of March 18, 1992, as amended on January 3,
1995, December 19, 1995 and September 15, 1998 and December 16, 1999 (the
"Employment Agreement"); and
WHEREAS, the Corporation and the Executive desire to amend the Employment
Agreement to reflect an increase in the Executive's Annual Base Salary and amend
the terms of Section 8.(b) of the Employment Agreement.
NOW THEREFORE, in consideration of the above recitals, the parties hereto
agree as set forth below.
1. The first sentence of Section 3(a) of the Employment Agreement shall
be amended to read as follows:
"The Executive's Annual Base Salary ("Annual Base Salary"), payable on
a biweekly basis, shall be at the annual rate of not less than $615,000
effective January 1, 2001."
2. Section 8.(b) of the Employment Agreement shall be amended to read in
its entirety as follows:
"(b) Covenant Not to Compete or Solicit. So long as the Executive is
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employed by the Corporation, the Executive shall not offer or sell any
products or services that compete in any market with the business of VCI,
including its subsidiaries, affiliated corporations and businesses in which
the Corporation has a minority position (collectively, "VCI"), nor shall he
render services to any firm, person or corporation so competing with VCI,
nor shall he have any interest, direct or indirect, in any business that is
so competing with the businesses of VCI, provided, however, that ownership
of 5 percent or less of any class of debt or equity securities which are
publicly traded securities shall not be a violation of this covenant. The
foregoing provisions of this Section 8(b) shall apply during the Severance
Period, if any, so long as the Corporation fulfills its obligations to the
Executive under Section 5 and shall extend for an additional period of
seven years after the end of any Severance Period, or, if there is no
Severance Period, for an additional period of seven years after termination
of the Executive's employment for
any reason, other than disability or death, and whether the termination is
by the Corporation or by the Executive (any such seven year period being
referred to as the "Mandatory Non-Competition Period"). The Corporation
shall pay an amount to the Executive equal to Annual Base Salary in
biweekly installments during each of the first three years of any Mandatory
Non-Competition Period and an amount equal to one-half of Annual Base
Salary during each of the last four years of any Mandatory Non-Competition
Period, notwithstanding the provisions of Section 5(b). So long as the
Executive is employed hereunder and for any additional period of time
described in the preceding sentences, the Executive shall not, directly or
indirectly, (i) solicit any employee of VCI with a view to inducing or
encouraging such employee to leave the employ of VCI for the purpose of
being hired by the Executive or any employer affiliated with the Executive;
or (ii) solicit, take away, attempt to take away, or otherwise interfere
with VCI's business relationships with any of its respective customers."
3. All other terms of the Employment Agreement shall remain in full force
and effect.
4. This instrument, together with the Employment Agreement, contains the
entire agreement of the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Executive and the Corporation have caused this
Agreement to be executed as of the day and year first above written.
/s/ Valassis Communications, Inc.
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/s/ Xxxx X. Xxxxxxx
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