EXHIBIT 10.23(c)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
AND
NON-QUALIFIED STOCK OPTION AGREEMENTS
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), is made December
23, 1998 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 on December 22,
1995 and January 20, 1997 (the "Employment Agreement");
WHEREAS, the Corporation entered into a NON-QUALIFIED STOCK OPTION
AGREEMENTS with the Executive effective as of June 17, 1993, December 8, 1997
and September 15, 1998 (the "Option Agreements"); and
WHEREAS, the Corporation and the Executive desire to amend the Employment
Agreement and the Option Agreements to extend the term of employment under the
Employment Agreement and conform the Employment Agreement to certain revised
terms as specifically amended herein.
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 March 18, 1992 (the
"Effective Date") and shall continue until the close of business on
September 30, 2001."
2. Effective January 1, 2000, Section 3.(b) of the Employment Agreement
shall be amended to read in its entirety as follows:
"Commencing on January 1, 2000, 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 Executive Vice President of Manufacturing and Media.
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 Executive Vice President
of Manufacturing and Media (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. 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."
3. All other terms of the Employment Agreement and the Option Agreements
shall remain in full force and effect.
4. This instrument, together with the Employment Agreement and the Option
Agreements, 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/ Xxxxxxx X. Xxxx, Xx.
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