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EXHIBIT 10.10(c)
AMENDMENT
TO
EMPLOYMENT AGREEMENT
AND
NON-QUALIFIED STOCK OPTION AGREEMENTS
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), is made
December 11, 1998 by and between Valassis Communications, Inc. (the
"Corporation") and Xxxxxxx X. Xxxxxxxx (the "Executive").
WHEREAS, the Corporation and the Executive entered into that
certain Employment Agreement effective as of March 18, 1992, as amended December
22, 1994 and December 15, 1995 (the "Employment Agreement");
WHEREAS, the Corporation entered into a NON-QUALIFIED STOCK OPTION
AGREEMENTS with the Executive effective as of March 18, 1992, 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 June 30, 2001."
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 $325,000 effective January 1, 1999."
3. Section 3. of the Employment Agreement shall be amended to
insert a new Subsection (h) to read in its entirety as follows:
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"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 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."
4. All other terms of the Employment Agreement and the Option
Agreements shall remain in full force and effect.
5. 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. Xxxxxxxx
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