Amendment To Employment Agreement

Amendment to Employment Agreement

Exhibit 10.3


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made January 7, 2013, by and between Valassis Communications, Inc. (the “Corporation”) and Brian J. Husselbee (the “Executive”).
WHEREAS, the Corporation and the Executive entered into that certain Employment Agreement effective as of September 28, 2009 as amended on  December 31, 2009 and May 23, 2012 (the “Employment Agreement”); and

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, the parties hereto agree as follows:
1.              Section 3(b) of the Employment Agreement shall be amended and restated as follows:

“Commencing on January 1, 2013, with respect to each six month period ending on June 30 and December 31 thereafter during the Employment Period, the Executive shall be paid by the Corporation a cash bonus on the following basis: (i) 50% in accordance with the performance targets (the “Targets”) set by the Board and/or the Compensation/Stock Option Committee (the “Committee”), and (ii) 50% in accordance with performance targets set by the President & Chief Executive Officer of the Corporation.  Such targets may be semi-annual, annual or a combination of both. The target annual cash bonus will be 100% of the Annual Base Salary (the “Target Award”).  The actual amount of the award shall range from zero to 130% of the Target Award based upon achievement of specified performance objectives as set by the Board, the Committee and/or the President & Chief Executive Officer, as applicable.  Each such bonus shall be paid promptly after the end of the applicable performance period.”

2.              Section 5(a)(iii) of the Employment Agreement shall be amended and restated as follows:

“(iii) in the event of Termination other than by reason of the Executive’s death or Disability, the Corporation shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination an amount equal to the Executive’s then current maximum annual bonus opportunity; and”

3.              All other terms of the Employment Agreement shall remain in full force and effect.

4.              This instrument, together with the Employment Agreement, 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 written above.

By:       /s/ Todd Wiseley                                                           
Title:  Secretary
/s/ Brian J. Husselbee