Exhibit 10.4(e)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made March 14,
2001 by and between Valassis Communications, Inc. (the "Corporation") and Xxxxx
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 December 19,
1995, December 12, 1997 and December 9, 1998, December 16, 1999 and June 5, 2000
(the "Employment Agreement"); and
WHEREAS, the Corporation and the Executive desire to amend the Employment
Agreement to extend the term of employment under the Employment Agreement,
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. 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
December 31, 2003."
2. 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 $320,000
effective January 1, 2001."
3. 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
----------------------------------
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 two years after the end of any Severance
Period, or, if there is no Severance Period, for an additional period of
two 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 two year period being referred to
as the "Mandatory Consulting and Non-Competition Period"). During any
Severance Period and any Mandatory Consulting and Non-Competition Period,
the Executive shall be available to furnish advisory and consulting
services to the Corporation, including any subsidiaries, affiliated
corporations and businesses in which the Corporation has a minority
position, for the equivalent of two full business days per month. The
Corporation shall pay an amount to the Executive equal to Annual Base
Salary in biweekly installments for the two years of any Mandatory
Consulting and Non-Competition Period, notwithstanding the provisions of
Section 5(b). So long as the Executive is employed hereunder, during any
Severance Period and during any Mandatory Consulting and Non-Competition
Period, 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."
4. All other terms of the Employment Agreement shall remain in full force
and effect.
5. 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.
----------------------------------
/s/ Xxxxx X. Xxxxxxx
----------------------------------
