Form of Non-Qualified Stock Option Agreement



 Exhibit 10.2 

FORM OF 

NON-QUALIFIED STOCK OPTION AGREEMENT 

«Insert Date» 

«FirstName» «LastName» 

«Title» 
 Valassis Communications,
Inc. 
 19975 Victor Parkway 
 Livonia,
MI 48152 
 Dear Mr. / Ms. «LastName»: 

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, as the same may be amended from time to time (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. 
 1. Grant of Option. Valassis Communications, Inc.
(the “Company”) hereby grants to you an option (the “Option”) to purchase an aggregate of «Insert Share Amount» shares of common stock of the Company (the “Common Shares”) at a per share purchase price equal
to             Dollars and             Cents ($XX.XX) (the “Purchase Price”), which
represents the Fair Market Value of a Common Share on the Grant Date. This Option is a non-qualified stock option. 
 2.
Times of Exercise and Term of the Option. 
 (a) Except as otherwise provided in this Agreement, the Option shall be
vested and exercisable as follows, subject to you remaining continuously employed by the Company, a Subsidiary, or an Affiliate on the applicable vesting date: 

[INSERT VESTING SCHEDULE] 

[Except as otherwise provided in this Agreement, the Option shall also vest in accordance with the following stock
performance targets for the Common Shares: one third of the Option shall vest upon the Common Shares achieving a market price of             Dollars ($XX.XX) per share, which
represents             Dollars ($XX.XX) greater than the Fair Market Value of the Common Shares on the Date of Grant; one-third of the Option shall vest upon the Common Shares
achieving a market price of             Dollars ($XX.XX) per share, which represents
            Dollars ($XX.XX) greater than the Fair Market Value of the Common Shares on the Date of Grant; and the remaining one-third of the Option shall vest upon the Common
Shares achieving a market price of             Dollars ($XX.XX) per share, which represents
            Dollars ($XX.XX) greater than the Fair Market Value of the Common Shares on the Date of Grant; provided, however, that in no event shall an option be exercised for
the first six (6) months following a Date of Grant; provided, further, that such market price targets are achieved within three years from the Date of
Grant.]1 

 

	1
	To be included in certain grants. 









  

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 (b) Notwithstanding Paragraph 2(a), subject to Paragraphs 2(c), 3, and 13 hereof, the
Option, to the extent unvested and outstanding (in accordance with the terms hereof), shall become fully vested and exercisable upon: 

(i) a Change in Control, if you remain continuously employed on the effective date of a Change in Control with the Company, a
Subsidiary, an Affiliate, or such other Person that acquires more than 50% of the combined voting power of the Company’s then outstanding securities in connection with such Change in Control, or 

(ii) a termination of your employment with the Company and its Subsidiaries and Affiliates under the following conditions: 

 

	 	(A)	by reason of death or Disability (as “Disability” is defined in your employment agreement with the Company, a Subsidiary, or an Affiliate; if no
“Disability” definition exists in your employment agreement (or no employment agreement exists), a Disability shall be deemed to occur if you are absent from your duties with the Company, a Subsidiary, or an Affiliate for a period of at
least 180 days during any 12 month period as a result of incapacity due to a mental or physical illness, as determined solely in the discretion of the Committee); 


 

	 	(B)	by the Company other than for Cause (as “Cause” is defined in your employment agreement with the Company, a Subsidiary, or an Affiliate; if no
“Cause” definition exists in your employment agreement (or no employment agreement exists), Cause shall have the following meaning: (1) conviction of any felony or misdemeanor; (2) violation of any Company policy, including, but
not limited to, the Company’s Drug and Alcohol policies, code of conduct, and/or employee handbook; (3) the commission of any act detrimental to the best interests or reputation of the Company; (4) the failure to follow the reasonable
directives of your supervisory personnel; or (5) the failure to meet applicable performance standards); 

  

	 	(C)	by you for Good Reason (if and only if termination for Good Reason is permitted under your employment agreement with the Company, a Subsidiary, or an Affiliate and only
to the extent defined in your employment agreement); or 









  

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	 	(D)	by reason of your retirement under the Valassis Employees’ Retirement Savings Plan. 


(c) Notwithstanding Paragraphs 2(a) and 2(b)(ii), subject to Paragraphs 2(b)(i), 3 and 13 hereof, if your employment with the Company and
its Subsidiaries and Affiliates terminates for any reason other than “Cause” (as defined above) and if, as of such termination of employment, the sum of your age plus your years of service with the Company and its Subsidiaries and
Affiliates (including partial years of age and service), as determined by the Company’s employment records, equals or exceeds seventy-five (the “Rule of 75 Termination”), then the Option, to the extent unvested and outstanding (in
accordance with the terms hereof), shall continue to vest in accordance with Paragraph 2(a) above, notwithstanding your termination of employment (and shall not be eligible to become fully vested and exercisable in accordance with Paragraph
2(b)(ii)); provided that such Option, to the extent unvested and outstanding (in accordance with the terms hereof), shall become fully vested and exercisable upon a subsequent Change in Control. 

(d) If you choose to exercise the Option for less than the entire vested portion of the Option, you may exercise the remaining vested
portion of the Option at any subsequent time or times during the term of the Option. The Option shall expire in its entirety on the             anniversary of the Grant Date (the
“Option Expiration Date”) subject to earlier termination as hereinafter provided in Paragraphs 3 and 13 below. The Option shall not be exercised for fractional shares. 

3. Certain Exercise Requirements. The Option is exercisable by you only while you are in the employ of the Company, a Subsidiary,
an Affiliate, or, if applicable, such other Person that acquires more than 50% of the combined voting power of the Company’s then outstanding securities in connection with a Change in Control, provided that (i) except as otherwise provided
below, upon termination of your employment, the Option, to the extent vested and exercisable as of such termination, shall be exercisable by you for a period of six (6) months following the date of such termination, but in no event beyond the
Option Expiration Date, or (ii) if your employment terminates for any reason other than “Cause” (as defined above) and if, as of such termination of employment, you qualify for a Rule of 75 Termination under Paragraph 2(c) above (or
you otherwise would have qualified for a Rule of 75 Termination under Paragraph 2(c) had the Option not become fully vested and exercisable upon a Change in Control in accordance with Paragraph 2(b)(i), in which case you shall be deemed to qualify
for a Rule of 75 Termination for purposes of this Paragraph 3(ii)), then the Option shall continue to be exercisable by you following the date of such termination of employment, but in no event beyond the Option Expiration Date. Notwithstanding any
other provision of this Agreement to the contrary, if your employment with the Company and its Subsidiaries and Affiliates is terminated by the Company for Cause, then the Option, whether or not vested and exercisable, shall be immediately forfeited
by you, with no consideration due to you. 








  

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 4. Manner of Exercise. 

(a) To exercise this Option, you must follow the Company’s established exercise procedures. These procedures currently require an
optionee to initiate their exercise by logging onto their account at www.retireonline.com or by calling JPMorgan at 1-800-345-2345. All Rule 144 or 16(b) officers should contact Mellon’s Executive Services Group at 1-800-851-1982
to initiate their exercise. Please direct any exercise inquiries to the Accounting Department (Mary Stencel, ext. 14953 or Linda Schalek, ext. 14976). 

(b) In the event you choose not to do a “cashless exercise” (a simultaneous purchase and sale of the Common Shares
underlying the vested portion of the Option) and, instead, choose to exercise the vested portion of the Option and hold the Common Shares received upon exercise pending a future decision to sell, you must accompany your notice of exercise with
shares of Stock (whether then owned by you or issuable upon exercise of the Option) having a Fair Market Value equal to the purchase price or consideration of cash and Stock and/or with cash, check, draft, money order, or wire transfer made payable
to the order of the Company for the full amount of the Purchase Price for the Common Shares to be purchased within three business days of such notice. 

5. Withholding Taxes. 

(a) You acknowledge that you will consult with your personal tax advisor regarding the federal, state and local tax consequences of the
Option grant, any exercise thereof, and any other matters related to this Agreement. You are relying solely on your advisors and not on any statements or representations of the Company or any of its agents. You understand that you are responsible
for your own tax liability that may arise as a result of this Option grant, any exercise thereof, or any other matters related to this Agreement. 

(b) In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all income and payroll taxes, which are your sole and absolute responsibility, are withheld or collected from you at the minimum required withholding rate. 

(c) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, in the discretion
of the Committee, you may elect to satisfy any applicable tax withholding obligations arising from the exercise of the Option by: 
  

	 	(i)	delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company); 


 

	 	(ii)	having the Company withhold a portion of the Shares having a Fair Market Value equal to the amount of the minimum statutory withholding obligations;


  

	 	(iii)	delivering to the Company shares of Stock having a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional Share but will pay,
in lieu thereof, the Fair Market Value of such fractional Share. Your election must be made on or before the date that the amount of tax to be withheld is determined; or 









  

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	 	(iv)	using such other methods of payment that the Committee, in its discretion, deems appropriate from time to time. 


6. Conditions to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any Common Shares purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: 
 (a) The admission
of such Common Shares to listing on all stock exchanges on which such Common Shares are then listed; 
 (b) The completion of
any registration or other qualification of such Common Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its
absolute discretion, deem necessary or advisable; 
 (c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and 

(d) The receipt by the Company of full payment for such Common Shares, including payment of any applicable withholding tax (subject to
any minimum statutory withholding limits). 
 7. Incorporation of Plan Provisions. This Agreement is made pursuant to the
Plan and is subject to all the terms and provisions of such Plan as if the same were fully set forth herein. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. 

8. Shareholder Rights. You shall not be, nor have any of the rights or privileges of, a holder of Common Shares in respect of any
Common Shares purchasable upon the exercise of the Option, including any rights regarding voting or payment of dividends, unless and until a certificate representing such Common Shares has been delivered to you or a book-entry registration for such
Common Shares has been made in your name or in the names of your legal representatives, beneficiaries, or heirs, as applicable. 

9. Option Not Transferable. The Option may not be sold, pledged, assigned or transferred in any manner unless and until the Common
Shares underlying the Option have been issued and all restrictions applicable to such Shares have lapsed. Notwithstanding the foregoing, the Option may be transferred (a) by will or the laws of descent and distribution or (b) to a family
member (as defined in the Form S-8 Registration Statement under the Securities Act of 1933) as a gift or by a domestic relations order, only if, in each case, the transferee executes a written consent to be bound by the terms of this Agreement.
Neither the Option nor any interest or right therein shall be liable for your debts, contracts or engagements or your successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge,









  

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encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. 
 10.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

11. Entire Agreement. This Agreement represents the complete understanding with respect to the Option granted hereunder and
supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Agreement and the Option. 

12. Severability. Whenever feasible, each provision of this Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement. 
 13. Conditions to Qualify for Rule of 75 Termination; Forfeiture. You shall not be
eligible to qualify for the special provisions herein attributable to the Rule of 75 Termination in respect of the Option unless, during the period beginning with the Grant Date and ending on the earlier of (i) the date on which the Option
expires in accordance with the terms hereof or (ii) the date on which the Option is exercised in full (the “Restriction Period”), you satisfy all of the following conditions: 

(a) You do not offer or sell any products or services that compete in any market with the businesses of the Company, any Subsidiary, or
any Affiliate; 
 (b) You do not render services to any firm, person or corporation that competes in any market with the
businesses of the Company, any Subsidiary, or any Affiliate (each a “Competitor”); 
 (c) You do not have any
interest, direct or indirect, in any Competitor; provided, however, that ownership of five percent or less of any class of debt or equity securities which are publicly traded securities shall not be a violation of this condition; and 

(d) You do not, directly or indirectly, (i) solicit any employee of the Company, any Subsidiary, or any Affiliate with a view to
inducing or encouraging such employee to leave the employ of the Company, a Subsidiary, or an Affiliate, respectively, for the purpose of being hired by you or any employer affiliated with you, or (ii) solicit, take away, attempt to take away,
or otherwise interfere with the business relationship between the Company, any Subsidiary, or any Affiliate and any of its respective customers. 

Notwithstanding any other provision in this Agreement to the contrary, in the event of a breach of this Paragraph 13 during the
Restriction Period, then the Option, to the extent it remains unexercised and otherwise continues to vest and/or remains exercisable due solely to the application of the Rule of 75 Termination under Paragraphs 2(c) and/or 3 hereof, respectively,
shall terminate automatically on the date on which you first breached this Paragraph 13. 








  

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 14. Miscellaneous. This Agreement: (a) shall be binding upon and inure to
the benefit of any successor of the Company and your successors, assigns and estate, including your executors, administrators and trustees; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States;
and (c) may not be amended except in writing. It is intended that this Option grant will be exempt from Section 409A of the Code. However, nothing in the Agreement shall be construed to result in a guarantee of this tax treatment, and you
shall be responsible for all of your federal, state and local taxes (and any related liabilities). All actions or proceedings arising out of, or related to, this Agreement shall be brought only in an appropriate federal or state court in Michigan
and the Parties hereby consent to the jurisdiction of such courts over themselves and the subject matter of such actions or proceedings. 

To confirm your acceptance of the foregoing, please sign and return this Agreement to Todd L. Wiseley, General Counsel, Senior Vice
President, Administration and Secretary, Valassis Communications, Inc., 19975 Victor Parkway, Livonia, Michigan, 48152. 
  

			
	VALASSIS COMMUNICATIONS, INC.
		
	By:	 	  

		 	Todd L. Wiseley
		 	General Counsel, Senior Vice President, Administration and Secretary


  

			
	AGREED:
	
	  

	«Insert Name»
		
	Date: