Amendment to Employment Agreement



 Exhibit 10.3 
 AMENDMENT 
 TO 
 EMPLOYMENT AGREEMENT 
 THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is
made December 23, 2008, by and between Valassis Communications, Inc. (the “Corporation”) and Robert L. Recchia (the “Executive”) and is effective as of January 1, 2005. 
 WHEREAS, the Corporation and the Executive entered into that certain Employment Agreement effective as of March 18, 1992, as amended on
January 2, 1996, January 3, 1997, December 9, 1998, December 23, 1999, June 8, 2000, March 14, 2001, December 21, 2001, July 8, 2002, January 9,
2004, January 11, 2005, and May 24, 2007 (the “Employment Agreement”); 
 WHEREAS, the Corporation and the
Executive desire to amend the Employment Agreement to comply with Section 409A of the Internal Revenue Code as provided herein. 
 NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, the parties hereto agree as follows: 
 1. The
last sentence of Section 3(c)(A)(y) of the Employment Agreement shall be amended by deleting the following phrase: 
 “with a strike
price equal to the Fair Market Value of the Corporation’s Common Stock on the day that is ninety (90) days prior to the public announcement of the Change of Control”. 
 2. The last sentence of Section 3(c)(B)(y) of the Employment Agreement shall be amended by deleting the following phrase: 
 “with a strike price equal to the Fair Market Value on the applicable Date of Termination”. 
 3. The following
sentence shall be added to Section 3(e) of the Employment Agreement: 
 “Any reimbursements or payments under this subsection
(e) shall be made within thirty (30) days after the proper delivery by the Executive of such evidence of expenses that the Corporation may require, but in no event will the reimbursement payment be made later than the end of the calendar
year following the calendar year in which the expense is incurred.” 







 4. The following sentence shall be added to Section 3(f) of the Employment Agreement: 
 “Any amounts paid by the Corporation hereunder shall be made within thirty (30) days after the proper delivery by the Executive of such evidence
of expenses that the Corporation may require, but in no event will the reimbursement payment be made later than the end of the calendar year following the calendar year in which the expense is incurred.” 
 5. The first sentence of Section 5(a)(iv) of the Employment Agreement shall be amended to add the following language after “medical and welfare benefits”,
in the first place where such phrase appears: 
 “on a monthly basis” 
 6. The following sentences shall be added to Section 5(a)(iv) of the Employment Agreement: 
 “The
parties intend that continued coverage under the M&W Plans shall not constitute a ‘deferral of compensation’ under Treas. Reg. Section 1.409A-1(b) during the period the Executive would be entitled to continuation coverage under
Section 4980B (COBRA) (typically 18 months) or during any period in which such continued coverage qualifies as a ‘limited payment’ of an ‘in kind’ benefit under Treas. Reg. Section 1.409A-1(b)(9)(v)(C) and (D). Any
portion of the continued coverage under the M&W Plans that is subject to Section 409A of the Code is intended to qualify as a ‘reimbursement or in-kind benefit plan’ under Treas. Reg. Section 1.409A-3(i)(1)(iv). If the
Corporation reimburses the Executive for the amount of any benefit under this subsection (iv), such reimbursement shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was
incurred. In no event shall the amount that the Corporation pays for any such benefit in any one year affect the amount that it will pay in any other year, and in no event shall the benefits described in this paragraph be subject to liquidation or
exchange.” 
 7. Section 5 of the Employment Agreement shall be amended to insert a new subsection (c) to read in its entirety as follows:

 “(c) Notwithstanding the payment schedules contained elsewhere in this Section 5, to the extent necessary to comply with the
requirements of Section 409A of the Code, if the Executive is a ‘specified employee’ (as defined below) at the time of his termination of employment, the payments under Sections 5(a)(i)(2), 5(a)(i)(3), 5(a)(ii), 5(a)(iii) and 5(b) (to
the extent relating to the payment of compensation previously deferred by the Executive) shall not be made before the date which is six (6) months and one (1) day after the date of the Executive’s termination of employment (or, if
earlier, the date of his death). For purposes of the preceding sentence, a ‘specified employee’ shall have the meaning set forth in Section 1.409A-1(i) of the Final Regulations under Section 409A of the Code. Any payments that
are so delayed will be paid in full within thirty (30) days after the end of the six (6) month period described in the first sentence, with the remaining payments made on the schedule provided in the applicable subsection of this
Section 5.” 







 8. Section 7 of the Employment Agreement shall be amended to insert a new subsection (d) to read in its
entirety as follows: 
 “(d) Any Gross-Up Payment required to be paid under this Section 7 shall be paid no later than the end of
the Executive’s taxable year next following the Executive’s taxable year in which the Executive pays the Excise Tax to which the Gross-Up Payment relates to the United States Internal Revenue Service or other applicable taxing
authority.” 
 9. The following sentence shall be added to Section 8 of the Employment Agreement (originally numbered as Section 7 of the
Employment Agreement when first adopted): 
 “Any amounts paid by the Corporation under this paragraph shall be made within thirty
(30) days after the proper delivery by the Executive of such evidence of legal fees and expenses that the Corporation may require, but in no event will the reimbursement payment be made later than the end of the calendar year following the
calendar year in which the expense is incurred.” 
 10. The following sentences shall be added to Section 9(b) of the Employment Agreement
(originally numbered as Section 8(b) of the Employment Agreement when first adopted): 
 “Notwithstanding the payment schedule
contained in this Section 9(b), to the extent necessary to comply with the requirements of Section 409A of the Code, if the Executive is a ‘specified employee’ (as defined above) at the time of his termination of employment, the
payments to be made to the Executive during the Mandatory Consulting and Non-Competition Period shall not be made before the date which is six (6) months and one (1) day after the date of the Executive’s termination of employment. Any
payments that are so delayed will be paid in full within thirty (30) days after the end of such six (6) month period, with the remaining payments made on the schedule provided in this Section 9(b).” 
 11. Section 12 of the Employment Agreement (originally numbered as Section 11 of the Employment Agreement when first adopted) shall be amended to insert a new
subsection (h) to read in its entirety as follows: 
 “(h) The parties intend that the payments and benefits provided for in this
Agreement to either be exempt from Section 409A of the Code or be provided in a manner that complies with Section 409A of the Code. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon
a termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute a ‘separation from service’ from the Corporation within the meaning of Section 409A of the Code (determined
after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)).” 







 12. Section 3(b) of the Employment Agreement shall be amended to add a new paragraph at the end of such Section as
follows: 
 “Notwithstanding the foregoing, with respect to the calendar year beginning on January 1, 2009 only, in lieu of the
bonus provided under the first paragraph of this Section 3(b), the Executive shall be eligible to receive an annual cash bonus of up to 100% of the Annual Base Salary in accordance with the targets set by the Committee. Any bonus granted
hereunder shall be paid after the end of the twelve-month performance period when the Committee has determined that applicable targets have been met but in no event later than 60 days after the end of such period. Notwithstanding anything to the
contrary contained herein, with respect to the bonus payable for the performance period beginning on January 1, 2009 and ending on December 31, 2009, the Committee shall have the sole and absolute discretion to reduce or eliminate such
bonus prior to payment, without the necessity of the Executive’s consent, whether or not such bonus is then earned or otherwise payable by its terms. All determinations regarding the cash bonus and whether it is earned or paid shall be made by
the Committee, in its sole and absolute discretion. The Executive shall also be entitled to participate in any programs of the Corporation enabling employees to apply all or part of any bonus to the purchase of the Corporation’s stock and
receive matching grants.” 
 13. Section 5(a)(i)(2) of the Employment Agreement shall be amended by adding the following parenthetical at the end
of such subsection: 
 “(or, with respect to any employment termination that occurs during the calendar year 2009, an amount equal to the
annual cash bonus for such year, determined under Section 3(b) of this Agreement, multiplied by a fraction the numerator of which shall be the number of days from January 1, 2009 to and including the Date of Termination and the denominator
of which shall be 365)” 
 14. Section 5(a)(iii) of the Employment Agreement shall be amended by adding the following parenthetical at the end of
such subsection: 
 “(or, with respect to any employment termination that occurs during the calendar year 2009, an amount equal to 100%
of the maximum annual cash bonus for such year, whether or not earned, as determined under the Section 3(b) of this Agreement)” 
 15. All other
terms of the Employment Agreement shall remain in full force and effect. 
 16. 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. 
  

			
	VALASSIS COMMUNICATIONS, INC.
		
	By:	 	 /s/ Todd Wiseley

	Name:	 	Todd Wiseley
	Title:	 	Secretary
	
	 /s/ Robert L. Recchia

	Robert L. Recchia