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EXHIBIT 10.5(e)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
AND
NON-QUALIFIED STOCK OPTION AGREEMENTS
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), is
made December 15, 1998 by and between Valassis Communications, Inc. (the
"Corporation") and Xxxxxxx X. Xxxxxxx (the "Executive").
WHEREAS, the Corporation and the Executive entered into that
certain Employment Agreement effective as of January 17, 1994, as amended June
30, 1994, December 19, 1995, February 18, 1997 and December 30, 1997 (the
"Employment Agreement");
WHEREAS, the Corporation entered into a NON-QUALIFIED STOCK
OPTION AGREEMENTS with the Executive effective as of November 16, 1993, May
10, 1994, January 1, 1996, December 8, 1997 and September 15, 1998 (the
"Option Agreements"); and
WHEREAS, the Corporation and the Executive desire to amend the
Employment Agreement to 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, 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 $235,000 effective January 1, 1999."
2. Section 3. of the Employment Agreement shall be amended to
insert a new Subsection (g) to read in its entirety as follows:
"The Executive shall receive for the Fiscal Year (Calendar)
1999, and for each fiscal year thereafter during the Employment
Period, 1,500 shares of VCI's Common Stock (the "Restricted Stock
Award") under the Valassis Communications, Inc. Executive
Restricted Stock Plan adopted July 10, 1995 (the "Executive
Restricted Stock Plan"). The Executive shall also be eligible to
receive for Fiscal Year (Calendar) 1999, and for each fiscal
year thereafter during the
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Employment Period, up to an additional 3,000 shares of the
Corporation's Common Stock (the "Performance Restricted Stock
Award") under the Executive Restricted Stock Plan on the
following basis: (i) if the Compensation/Stock Option Committee
(the "Committee") determines that eighty percent (80%) or more of
the applicable performance targets set by the Board of Directors
for such fiscal year have been met, the Executive shall receive
1,500 shares; and (ii) if the Committee determines that one
hundred fifteen percent (115%) or more of the applicable
performance targets set by the Board of Directors for such fiscal
year have been met, the Executive shall receive an additional
1,500 shares. The disposition of such shares by the Executive
shall be restricted for a period of three years (1/3, 1/3 and 1/3
respectively) and no longer. Each Performance Restricted Stock
Award shall be awarded to the Executive promptly after the end of
the applicable fiscal year as soon as the Committee has
determined that the applicable targets have been met but in no
event later than sixty (60) days after the end of the applicable
fiscal year."
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.
VALASSIS COMMUNICATIONS, INC.
By:
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Name: Xxxxx X. Xxxxxxx, Esq.
Title: Secretary
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Xxxxxxx X. Xxxxxxx
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