Exhibit 10
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Following is an amendment to Paragraph 1(d) Change of Control of each of the
Executive Severance Agreements identified below. The amendments were signed and
dated May 6, 1999 by and between ADVO, Inc. and each of the executive officers.
Executive Severance Agreements
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Executive Officer Where Located
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Xxxx X. Xxxxxx Incorporated by reference to
Exhibit 10(m) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 28, 1996.
Xxxxx X. Xxxxx Incorporated by reference to
Xxxx Xxxx Exhibit 10(m) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 30, 1995.
Xxxxxx X. XxXxxxx Incorporated by reference to
Exhibit 10(m) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 27, 1997.
A. Xxxxx Xxxxxxx Incorporated by reference to
Exhibit 10(k) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 27, 1997.
Xxxxx X. Xxxxxxx Incorporated by reference to
Xxxxxxx Xxxxxxxx Exhibit 10(n) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 26, 1998.
B. Xxxx Xxxxx Incorporated by reference to
Exhibit 10(r) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 26, 1998.
Xxxxx X. Xxxxx Incorporated by reference to
Exhibit 10(q) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 26, 1998.
Xxxxxxxx Xxxx Incorporated by reference to
Exhibit 10(p) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 26, 1998.
Xxxxx X. Xxxxxxx Incorporated by reference to
Exhibit 10(o) to the Company's
Annual Report on Form 10-K
for the fiscal year ended
September 26, 1998.
(d) "Change in Control" means the occurrence during the Term of any of the
following events:
(i) Any Person (other than the Company, any trustee or other fiduciary holding
securities under any employee benefit plan of the Company, or any company owned,
directly or indirectly, by the stockholders of the Company immediately prior to
the occurrence with respect to which the evaluation is being made in
substantially the same proportions as their ownership of the common stock of the
Company) acquires securities of the Company and immediately thereafter is the
Beneficial Owner (except that a Person shall be deemed to be the Beneficial
Owner of all shares that any such Person has the right to acquire pursuant to
any agreement or arrangement or upon exercise of conversion rights, warrants or
options or otherwise, without regard to the sixty day period referred to in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the Company's
then outstanding securities (except that an acquisition of securities directly
from the Company shall not be deemed an acquisition for purposes of this clause
(i));
(ii) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (iii) or (iv) of this
paragraph) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
two-year period or whose election or nomination for election was previously so
approved by excluding for this purpose any such new director whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms as used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of an individual, corporation,
partnership, group, associate or other entity or Person other than the Board,
cease for any reason to constitute at least a majority of the Board;
(iii) The consummation of a merger or consolidation of the Company with any
other entity, other than (i) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving or resulting entity) more than 50% of
the combined voting power of the surviving or resulting entity outstanding
immediately after such merger or consolidation or (ii) a merger or consolidation
in which no premium is intended to be paid to any shareholder participating in
the merger or consolidation;
(iv) The stockholders of the Company approve a plan or agreement for the sale or
disposition of all or substantially all of the consolidated assets of the
Company (other than such a sale or disposition immediately after which such
assets will be owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of the common stock of
the Company immediately prior to such sale or disposition) in which case the
Board shall determine the effective date of the Change in Control resulting
therefrom; or
(v) any other event occurs which the Board determines, in its discretion, would
materially alter the structure or its ownership.
