EXHIBIT 10.5(i)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made May 13,
2002 by and between Valassis Communications, Inc. (the "Corporation") and
Xxxxxxx X. Xxxxxxx (the "Executive").
1. Section 3(b) of the Employment Agreement shall be amended to read in
its entirety as follows:
"(b) Semi-Annual Cash Bonus. Commencing on January 1, 2003, with
respect to each six-month period ending on June 30 and December 31
thereafter, the Executive shall be paid by the Corporation a semi-annual
cash bonus of up to 50% of the Annual Base Salary on the following basis:
(i) 25% in accordance with the targets set by the Board and the
Compensation/ Stock Option Committee of the Corporation (the "Committee");
and (ii) 25% in accordance with performance targets set by the President
and Chief Executive Officer of the Corporation. Each such semi-annual bonus
(the "Semi-Annual Cash Bonus") shall be paid promptly after the end of the
applicable six-month period when the Committee (in the case of 3(b)(i)
herein) and the President and Chief Executive Officer of the Corporation
(in the case of 3(b)(ii) herein) has determined that applicable targets
have been met but in no event later than 60 days after each June 30 and
December 31. Such performance targets set by the President and Chief
Executive Officer of the Corporation shall be set forth on an Exhibit A
hereto. Such performance targets will contain an opportunity for the
Executive to reach targets of 115%, provided, however, that the Executive's
total Semi-Annual Cash Bonus payments cannot exceed 50% of the Annual Base
Salary (or exceed 100% of the Annual Base Salary for the applicable year).
The Executive shall also be entitled to participate in any programs of the
Corporation enabling employees to apply all or part of any bonus to the
purchase of the Corporation's stock and receive matching grants."
2. All other terms of the Employment Agreement shall remain in full force
and effect.
3. 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/ Valassis Sales & Marketing Services, Inc.
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/s/ Xxxxxxx X. Xxxxxxx
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