Advo Inc Sample Contracts

Advo Inc – ADVO Stockholders Approve Amended Merger Agreement with Valassis (February 22nd, 2007)

This press release may contain certain statements regarding ADVO’s business outlook, prospects, future economic performance, anticipated profitability, revenues, expenses or other financial items, future contracts, market opportunities, timing of closing the Valassis merger and other statements that are not historical facts. Such statements are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such forward looking statements are based on current information and expectations and are subject to risks and uncertainties which could cause ADVO’s actual results and the timing of the merger closing to differ materially from those in the forward looking statements. ADVO’s business is promotional in nature, and ADVO serves its clients on a “just in time” basis. As a result, fluctuations in the amount, timing, pages, weight, and kinds of advertising pieces can vary significantly fr

Advo Inc – Amendment One to Master Services Agreement Between ADVO, Inc. – Affinity Express, Inc. (February 8th, 2007)

THIS CONTRACT AMENDMENT ONE (this “Amendment”) is entered into as of December 11, 2006 (the “Effective Date”) between ADVO, Inc. a Delaware Corporation having its principal offices at One Targeting Centre, Windsor CT 06095 (“ADVO”), and Affinity Express, Inc., a Delaware Corporation having its principal office at 2200 Point Blvd., Suite 130, Elgin, IL 60123 (“AE”) or as mutually referred to as the (“Parties”) is intended to amend certain terms and conditions contained in the original Master Services Agreement dated April 24th, 2006.

Advo Inc – ADVO Announces Date for Special Stockholder Meeting to Vote on Amended Merger Agreement (January 5th, 2007)

WINDSOR, CT – January 5, 2007 – ADVO, Inc. (NYSE: AD) today announced that it has scheduled a special meeting of stockholders for February 22, 2007 to vote upon the proposal to adopt the amended merger agreement with Valassis Communications, Inc. Stockholders who hold shares at the close of business on the record date, January 12, 2007, will be eligible to vote at this special meeting. The proxy materials for this meeting will be filed and mailed to stockholders in mid-to-late January.

Advo Inc – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (December 20th, 2006)

AMENDMENT NO. 1, dated as of December 18, 2006 (this “Amendment”), to the AGREEMENT AND PLAN OF MERGER, by and among VALASSIS COMMUNICATIONS, INC., a Delaware corporation (“Parent”), MICHIGAN ACQUISITION CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and ADVO, INC., a Delaware corporation (the “Company”).

Advo Inc – VALASSIS AND ADVO TO AMEND MERGER AGREEMENT AND SETTLE LITIGATION (December 20th, 2006)

LIVONIA, Mich., and WINDSOR, Conn. – December 19, 2006 –Valassis (NYSE: VCI) and ADVO, Inc. (NYSE: AD) today announced that the companies have amended the terms of their definitive merger agreement. Under the amended terms, Valassis will acquire all of the outstanding common shares of ADVO stock for $33 per share in cash, or an aggregate of approximately $1.2 billion (on a diluted basis), including approximately $125 million in existing ADVO long-term debt which Valassis expects to refinance. As part of the agreement, the companies have agreed to dismiss with prejudice their pending litigation in the Court of Chancery for New Castle County, Delaware.

Advo Inc – ADVO, INC. AMENDMENT TO EMPLOYMENT AGREEMENT (December 7th, 2006)

Effective as of January 26, 2006, ADVO, Inc. (the “Company”) and Jeffrey E. Epstein (“Epstein”) agree to amend Epstein’s Severance Agreement with the Company dated effective June 6, 2005 (the “Severance Agreement”) by adding subsection (e) to Section 3 of the Severance Agreement to effect changes required in connection with the adoption of Section 409A of the Internal Revenue Code:

Advo Inc – ADVO, INC. AMENDMENT TO EMPLOYMENT AGREEMENT (December 7th, 2006)

Effective as of January 26, 2006, ADVO, Inc. (the “Company”) and S. Scott Harding (“Harding”) agree to amend the “Severance” provision of Harding’s Employment Agreement to effect changes required in connection with the adoption of Section 409A of the Internal Revenue Code by adding the following paragraph as the last paragraph in such “Severance” provision:

Advo Inc – ADVO STOCKHOLDERS OVERWHELMINGLY APPROVE MERGER AGREEMENT WITH VALASSIS (September 13th, 2006)

WINDSOR, CT – September 13, 2006 – ADVO, Inc. (NYSE: AD) today announced that its stockholders voted overwhelmingly at its special meeting to adopt the Agreement and Plan of Merger, dated as of July 5, 2006, among ADVO, Valassis Communications, Inc. (NYSE: VCI) and Michigan Acquisition Corporation, a wholly owned subsidiary of Valassis.

Advo Inc – IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY (September 11th, 2006)

Defendant-Counterclaim Plaintiff ADVO, Inc. (“ADVO”), for its answer to the Complaint of Plaintiff-Counterclaim Defendant Valassis Communications, Inc. (“Valassis”), responds as follows:

Advo Inc – ADVO SUES VALASSIS TO ENFORCE MERGER AGREEMENT (September 8th, 2006)

WINDSOR, CT – September 8, 2006 – ADVO, Inc. (NYSE: AD) today announced that it has filed an answer and counterclaims in response to the complaint filed last week by Valassis Communications, Inc. (NYSE: VCI) in the Court of Chancery for New Castle County, Delaware. ADVO’s counterclaims seek, among other things:

Advo Inc – ADVO MAILS SUPPLEMENTAL PROXY MATERIALS FOR SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 13, 2006, TO VOTE ON PROPOSAL TO ADOPT MERGER AGREEMENT (September 5th, 2006)

WINDSOR, CT – September 5, 2006 – ADVO, Inc. (NYSE: AD) today announced that it will begin mailing supplemental proxy materials in connection with the Special Meeting of Stockholders scheduled for September 13, 2006, at which stockholders will vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of July 5, 2006, among ADVO, Valassis Communications, Inc. (NYSE: VCI) and Michigan Acquisition Corporation, a wholly owned subsidiary of Valassis. Under the terms of the transaction, ADVO stockholders will have the right to receive $37.00 in cash per share upon completion of the merger.

Advo Inc – ADVO SAYS VALASSIS LAWSUIT IS WITHOUT MERIT WILL TAKE ACTION TO ENFORCE THE MERGER AGREEMENT (August 31st, 2006)

WINDSOR, CT – August 30, 2006 – ADVO, Inc. (NYSE: AD) today commented on the lawsuit filed by Valassis (NYSE: VCI) in the Delaware Chancery Court in Wilmington, Delaware related to the previously announced acquisition of ADVO by Valassis.

Advo Inc – CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (August 10th, 2006)

This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) by and between ADVO, Inc. (the “Company”) and [Name of Executive] (the “Executive”), is effective as of [Date of Hire.]

Advo Inc – CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (August 10th, 2006)

This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) by and between ADVO, Inc. (the “Company”) and [Name of Executive] (the “Executive”), is effective as of [Date of Hire].

Advo Inc – CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (August 10th, 2006)

This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) by and between ADVO, Inc. (the “Company”) and [Name of Executive] (the “Executive”), is effective as of [Date of Hire].

Advo Inc – ADVO Announces Date for Special Stockholder Meeting to Vote on Merger Agreement (August 2nd, 2006)

WINDSOR, CT – August 2, 2006 – ADVO, Inc. (NYSE: AD) today announced that it has scheduled a special meeting of stockholders for September 13, 2006 to vote upon the proposal to adopt the previously announced merger agreement with Valassis Communications, Inc. Stockholders who hold shares at the close of business on the record date, August 4, 2006, will be eligible to vote at this special meeting. The proxy materials for this meeting will be filed and mailed to stockholders next week. An audiocast of the meeting will be available via ADVO’s website at www.advo.com.

Advo Inc – AMENDMENT TO RIGHTS AGREEMENT (July 10th, 2006)

AMENDMENT (the “Amendment”), dated as of July 5, 2006, to the Amended and Restated Stockholder Protection Rights Agreement, dated as of February 10, 2003 (the “Rights Agreement”), between ADVO, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).

Advo Inc – AGREEMENT AND PLAN OF MERGER Dated as of July 5, 2006 by and among VALASSIS COMMUNICATIONS, INC. MICHIGAN ACQUISITION CORPORATION and ADVO, INC. (July 10th, 2006)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 5, 2006, by and among VALASSIS COMMUNICATIONS, INC., a Delaware corporation (“Parent”), MICHIGAN ACQUISITION CORPORATION, a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and ADVO, INC., a Delaware corporation (the “Company”).

Advo Inc – Valassis Communications, Inc. 19975 Victor Parkway Livonia, MI 48512 (July 10th, 2006)

Per our prior discussions, the following reflects our agreement as to certain compensation and employee benefits matters in connection with the transactions contemplated by the Agreement and Plan of Merger by and among Valassis Communications, Inc., a Delaware corporation (“Parent”), Michigan Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and ADVO, Inc., a Delaware corporation (the “Company”) dated as of even date herewith (the “Merger Agreement”). Capitalized terms used but not expressly defined herein shall have the meaning ascribed to such terms in the Merger Agreement.

Advo Inc – AMENDMENT TO RIGHTS AGREEMENT (July 10th, 2006)

AMENDMENT (the “Amendment”), dated as of July 5, 2006, to the Amended and Restated Stockholder Protection Rights Agreement, dated as of February 10, 2003 (the “Rights Agreement”), between ADVO, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).

Advo Inc – MASTER SERVICES AGREEMENT (May 4th, 2006)

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is entered into as of April 24, 2006 (the “Effective Date”) by and between ADVO, Inc., a Delaware corporation having its principal office at One Targeting Centre, Windsor, CT 06095 (“ADVO”), and Affinity Express, Inc., a Delaware Corporation having its principal office at 2200 Point Blvd., Suite 130, Elgin, IL 60123 (“AE”).

Advo Inc – ADVO Discusses Southern California Joint Distribution Agreement And Second Quarter Outlook (April 18th, 2006)

WINDSOR, CT – April 17, 2006 – ADVO, Inc. (NYSE: AD) announced today that the joint distribution agreement with The Los Angeles Times and MediaNews Group will result in savings in the low double-digit millions annually. These savings will begin in August with the start of the joint program.

Advo Inc – CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (August 4th, 2005)

This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) by and between ADVO, Inc. (the “Company”) and [Name of Executive] (the “Executive”), is effective as of [Date of Hire].

Advo Inc – CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (August 4th, 2005)

This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) by and between ADVO, Inc. (the “Company”) and [Name of Executive] (the “Executive”), is effective as of [Date of Hire].

Advo Inc – CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (August 4th, 2005)

This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) by and between ADVO, Inc. (the “Company”) and [Name of Executive] (the “Executive”), is effective as of [Date of Hire].

Advo Inc – June 2, 2005 (June 6th, 2005)

In connection with your “at-will” employment as Executive Vice President and Chief Financial Officer by ADVO, Inc. (“ADVO” or collectively with its affiliates or subsidiaries, the “Company”) effective as of June 6, 2005, ADVO is pleased to offer you the severance benefits set forth in this letter agreement (the “Agreement”):

Advo Inc – ADVO, Inc. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (May 25th, 2005)

Effective as of March 25, 2005, ADVO, Inc. (the “Company”) and S. Scott Harding (“Harding”) agree to amend the “Air Travel” provision of Harding’s Employment Agreement to reflect the Company’s ceasing for now to provide a corporate aircraft and to reduce the air travel budget from $150,000 to $75,000 for so long as the travel is by commercial air:

Advo Inc – Contract (May 5th, 2005)

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission

Advo Inc – ADVO, Inc. Agreement for NetWorkStation Management Services Amendment No. 5 (May 5th, 2005)

ADVO Inc., (“ADVO”), a corporation having a place of business at One Targeting Centre, Windsor, CT 06095, and International Business Machines Corporation, having its headquarters at Route 100, Somers, New York 10589 (“IBM”) agree that the following terms and conditions (this “Amendment”) amend and/or supplement the Agreement for NetWorkStation Management Services (“the NWS Agreement”), dated April 1, 1998, between ADVO and IBM. This Amendment changes the section(s) of the NWS Agreement as indicated below. Unless modified herein, all other terms defined in the NWS Agreement and any previous Amendments shall have the same meaning when used in this Amendment. All terms and conditions of the NWS Agreement and its prior Amendments not otherwise specifically amended or supplemented herein shall remain unchanged and in full force and effect.

Advo Inc – Contract (May 5th, 2005)

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Securities and Exchange Commission.

Advo Inc – PAGE ---- ARTICLE I CERTAIN DEFINITIONS.......................................................... 2 1.1 Certain Definitions.......................................................... 2 ARTICLE II THE RIGHTS................................................................... 9 2.1 Summary of Rights............................................................ 9 2.2 Legend on Common Stock Certificates.......................................... 9 2.3 Exercise of Rights; Separation of Rights..................................... 10 2.4 Adjustments to Exercise Price; Number of Rights..................... (November 27th, 2002)

-ii- AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this "Agreement"), dated as of February 10, 2003, between ADVO, INC., a Delaware corporation (the "Company"), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent and successor to Mellon Securities Trust Company (the "Rights Agent", which term shall include any successor Rights Agent hereunder) amends and restates the Stockholder Protection Rights Agreement, dated as of February 5, 1993, between the Company and the Rights Agent. WITNESSETH: WHEREAS, the Board of Directors of the Company (a) authorized and declared a dividend distributed on March 4, 1993 (the "Payment Date") of one right (a "Right") in respect of each share of Common Stock (as hereinafter defined) held of record as

Advo Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (January 5th, 2000)
Advo Inc – EXECUTIVE SEVERANCE AGREEMENT (December 16th, 1999)
Advo Inc – EXECUTIVE SEVERANCE AGREEMENT (December 16th, 1999)
Advo Inc – EXECUTIVE SEVERANCE AGREEMENT (August 9th, 1999)