0001193125-10-002762 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2010 • Valassis Communications Inc • Services-advertising

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made December 31, 2009, by and between Valassis Communications, Inc. (the “Corporation”) and Richard P. Herpich (the “Executive”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2010 • Valassis Communications Inc • Services-advertising

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made December 31, 2009, by and between Valassis Communications, Inc. (the “Corporation”) and Brian J. Husselbee (the “Executive”).

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • January 7th, 2010 • Valassis Communications Inc • Services-advertising • Delaware

This Agreement confirms the grant of a non-qualified stock option to you effective as of «Insert Date» (the “Grant Date”) under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Plan”), upon the following terms and conditions. Capitalized terms used in this Agreement, but not defined herein, shall have the meanings set forth in the Plan.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2010 • Valassis Communications Inc • Services-advertising

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made December 31, 2009, by and between Valassis Communications, Inc. (the “Corporation”) and William F. Hogg (the “Executive”).

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