EXHIBIT 10.23(b)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
AND
NON-QUALIFIED STOCK OPTION AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made January
20, 1997 by and between Valassis Communications, Inc. (the "Corporation") and
Xxxxxxx X. Xxxx (the "Executive).
WHEREAS, the Corporation and the Executive entered into that certain
employment agreement effective as of March 18, 1992, as amended December 22,
1995 (the "Employment Agreement");
WHEREAS, the Corporation entered into a NON-QUALIFIED STOCK OPTION
AGREEMENT with the Executive effective on June 17, 1993 (the "Option
Agreement"); and
WHEREAS, the Corporation and the Executive desire to amend the Employment
Agreement and the Option Agreement to extend the term of employment under the
Employment Agreement.
NOW THEREFORE, in consideration of the above recitals, the parties hereto
agree as set forth below.
1. Section 1(b) of the Employment Agreement shall be amended to read in
its entirety as follows:
"The Employment Period shall commence as of the consummation date (the
"Effective Date") of the initial public offering of the common stock of VCI
(the "IPO") and shall continue until the close of business on September 30,
1999."
2. All other terms of the Employment Agreement and the Option Agreement
shall remain in full force and effect.
3. This instrument, together with the Employment Agreement and the Option
Agreement, contains the entire agreement of the parties with respect to the
subject matter hereof. The amendments to the Employment Agreement and the Option
Agreement contained in this Amendment shall be effective from and after January
1, 1997.
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/ Xxxxxxx X. Xxxx, Xx.
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