EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the "Amendment") is entered into as of the 10th day of
October, 2004 by and between ADVO, Inc., a Delaware corporation (the "Company"),
and Xxxxxx Xxxxx (the "Executive").
WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement dated as of the 15th day of June, 2004 (the "Agreement")
pursuant to which she serves as Interim Chief Executive Officer;
WHEREAS, the Board of Directors has elected a permanent Chief Executive
Officer effective October 15, 2004 and the Executive has resigned her position
and terminated the Agreement as of the close of business on the 14th day of
October, 2004 (the "Early Termination Date");
WHEREAS, the Compensation and Nomination Committee has approved a
restricted stock grant to the Executive as a bonus in recognition of her
outstanding service as Interim Chief Executive Officer; and
WHEREAS, the parties desire to amend the Agreement to reflect these
developments;
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. RESIGNATION; TERMINATION OF AGREEMENT. The Executive hereby resigns
from her position as Interim Chief Executive Officer effective as of the close
of business on the Early Termination Date and the Agreement is terminated as of
such date. The Executive shall receive her salary through the Early Termination
Date.
2. RESTRICTED STOCK GRANT. On or before the Early Termination Date and
pursuant to the Company's 1998 Incentive Compensation Plan, the Executive shall
receive a grant of 10,000 shares of the Company's restricted common stock, which
shall xxxxx xxxx on the second anniversary of the grant date. The restricted
stock grant shall be in form and substance satisfactory to the Compensation and
Nomination Committee of the Company's Board of Directors.
3. INTERPRETATION. Except as set forth in this Amendment, the other
terms and conditions of the Agreement shall not be affected. Any capitalized
term used herein but not defined shall have the meaning assigned to it in the
Agreement.
4. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the day and the year first above written.
ADVO, Inc., a Delaware corporation
/s/ XXXX XXXXXXX
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By: Xxxx Xxxxxxx
Its: Non-executive Chairman and Lead Director
/s/ XXXXX XXXX
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By: Xxxxx Xxxx
Chair, Compensation and Nomination
and Corporate Governance Committees
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
"Executive"
