8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2008

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10991	38-2760940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19975 Victor Parkway, Livonia, MI	48152
(Address of Principal Executive Offices)	(Zip Code)

(734) 591-3000

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items to be Included in this Report

Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 23, 2008, Valassis Communications, Inc. (“Valassis”) entered into amendments to its employment agreements with Alan F. Schultz, Valassis’ President and Chief Executive Officer, Robert L. Recchia, Valassis’ Executive Vice President, Chief Financial Officer and Treasurer, Richard P. Herpich, Valassis’ Executive Vice President, Sales and Marketing and William F. Hogg, Jr., Valassis’ Executive Vice President of Manufacturing and Client Services (the “Amendments”). In addition to the changes described below, the Amendments reflect changes made to bring the employment agreements into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

The Amendments to Messrs. Recchia’s, Herpich’s and Hogg’s respective employment agreements also modify the cash incentive compensation provisions contained in the employment agreements solely with respect to 2009 to provide, among other things, that:

• each such executive will be eligible to receive an annual cash bonus in lieu of the semi-annual cash bonus provided for in the executive’s current employment agreement, subject to the achievement of pre-established performance targets; and

• the Compensation/Stock Option Committee of the Board of Directors of Valassis will have the sole and absolute discretion to reduce or eliminate any such bonus prior to the time it is paid, without the consent of such executive, whether or not such bonus is then earned or otherwise payable by its terms.

On December 23, 2008, Valassis also entered into an amendment to its existing Supplemental Benefit Plan, dated September 15, 1998 in order to comply with Section 409A of the Code.

The foregoing description of the amendments referenced above is summary in nature, and is subject to, and qualified in its entirety by, the full text of the Amendments and the Second Amendment to the Supplemental Benefit Plan, copies of which are attached hereto as Exhibits 10.1 – 10.5 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Second Amendment to Valassis Communications, Inc. Supplemental Benefit Plan, dated as of December 23, 2008
10.2	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and Alan F. Schultz
10.3	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and Robert L. Recchia
10.4	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and Richard P. Herpich
10.5	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and William F. Hogg, Jr.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VALASSIS COMMUNICATIONS, INC.
	By:	/s/ Robert L. Recchia
Date: December 24, 2008	Name:	Robert L. Recchia
	Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Second Amendment to Valassis Communications, Inc. Supplemental Benefit Plan, dated as of December 23, 2008
10.2	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and Alan F. Schultz
10.3	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and Robert L. Recchia
10.4	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and Richard P. Herpich
10.5	Amendment to Employment Agreement, dated as of December 23, 2008, between Valassis Communications, Inc. and William F. Hogg, Jr.

EX-10.1

Exhibit 10.1

SECOND AMENDMENT

TO THE

VALASSIS COMMUNICATIONS, INC.

SUPPLEMENTAL BENEFIT PLAN

THIS AMENDMENT to the Valassis Communications, Inc. Supplemental Benefit Plan (the “Plan”) is made on this 23rd day of December, 2008, by Valassis Communications, Inc. (the “Corporation”).

WHEREAS, the Corporation maintains the Plan for the benefit of a select group of management or highly-compensated employees;

WHEREAS, the Corporation’s Board of Directors has the authority to amend the Plan under Sections 8.7 and 9 thereof; and

WHEREAS, the Corporation desires to amend the Plan to comply with Section 409A of the Internal Revenue Code.

NOW, THEREFORE, the following Supplement and Claims Procedure are hereby adopted as part of the Plan as follows:

SUPPLEMENT TO THE VALASSIS COMMUNICATIONS, INC.

SUPPLEMENTAL BENEFIT PLAN

The following provisions form a part of the Plan so that the terms of the Plan will comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the ‘Code’). The following provisions shall supersede any conflicting provisions of the Plan. The addition of this Supplement to the Plan is for compliance purposes only with respect to benefits accrued and vested under the Plan after December 31, 2004 (the ‘Post-2005 Benefits’), and this Supplement is not a material modification of the Plan, as in effect before 2005. The effective date of this Supplement is January 1, 2005, with respect to the Post-2005 Benefits. Any benefits accrued and vested under the Plan as of December 31, 2004 (‘Grandfathered Benefits’) shall continue to be governed by the Plan, as in effect as of December 31, 2004, without regard to this Supplement.

1. Interpretation Consistent with Section 409A of the Code. The terms ‘retirement,’ ‘retired,’ ‘disability retirement date,’ ‘termination of employment,’ ‘employment termination date’ and other similar terms contained in the Plan shall be interpreted and applied such that each such event shall constitute a ‘separation from service,’ as defined in Section 1.409A-1(h)(1) of the Final Regulations under Section 409A of the Code (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). In no event will any Post-2005 Benefits be distributed earlier than a participant’s ‘separation from service’ (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)). The Plan, together with this Supplement, are intended to comply with Section 409A of the Code and shall be construed and administered in accordance thereof, to the extent applicable.

2. Transfer of Post-2005 Benefits. Post-2005 Benefits are hereby transferred to this Supplement without any further action by the company, effective as of January 1, 2005, and shall thereafter be considered to be deferred and payable solely under the terms of this Supplement. Grandfathered Benefits shall remain payable under the terms of the Plan, as in effect on December 31, 2004.

3. Delay for Specified Employees. Notwithstanding the payment schedules contained in Section 7 of the Plan, to the extent necessary to comply with the requirements of Section 409A of the Code, if a participant is a ‘specified employee’ (as defined below) at the time of his or her employment termination date, any Post-2005 Benefits shall not be paid before the date which is six (6) months and one (1) day after the date of the participant’s termination of employment (or, if earlier, the date of his or her 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 above, with the remaining payments made on the schedule provided in Section 7.1 or 7.2 of the Plan, as applicable.

4. Amendment of Certain Provisions.

(a) The last sentence of Section 7.3 of the Plan is amended in its entirety to read as follows:

“Payments to a participant’s beneficiary or estate shall be payable on the same basis as payments would have been made to the participant.”

(b) Section 8.10 of the Plan is amended to add the following at the end of such subsection:

“Any benefits provided under this Section 8.10 shall be provided on a monthly basis. The parties intend that the first 18 months of continued medical, prescription and dental coverage provided hereunder shall not constitute a ‘deferral of compensation’ under Treas. Reg. Section 1.409A-1(b) and that the remaining portion of such coverage shall qualify as a ‘reimbursement or in-kind benefit plan’ under Treas. Reg. Section 1.409A-3(i)(1)(iv). If the company reimburses a participant for the amount of any benefit under this Section 8.10, such reimbursement shall be made on or before the last day of the participant’s taxable year following the taxable year in which the expense was incurred. In no event shall the amount that the company 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.”

5. Subject to Internal Revenue Service Guidelines and Regulations. The provisions of this Supplement shall be interpreted consistently with Internal Revenue Service guidance and regulations promulgated under Section 409A of the Code.

VALASSIS COMMUNICATIONS, INC.

SUPPLEMENTAL BENEFIT PLAN

CLAIMS PROCEDURE

Pursuant to ERISA’s claims procedure regulation and subsection 8.8 of the plan, the plan administrator will make all determinations as to the right of any person to a benefit. Any denial by the plan administrator of the claim for benefits under the plan by a participant, alternate payee, or beneficiary (a “claimant”) will be stated in writing by the plan administrator and delivered or mailed to the claimant within ninety days after receipt by the plan administrator. Such notice will: (i) set forth the specific reasons for the denial, (ii) refer to the specific plan provisions on which the denial is based, (iii) describe any additional material or information necessary for the claimant to perfect the claim and explain why such material or information is necessary, and (iv) describe the plan’s appeal procedures, including the claimant’s right to bring suit under ERISA Section 502(a) following a denial of the claim on review. If the plan administrator determines that special circumstances require an extension of time for processing the claim, the initial ninety day period may be extended for up to ninety additional days. The plan administrator will give the claimant written notice of the extension prior to the expiration of the initial ninety day period, and such notice will set forth the circumstances requiring the extension of time and the date by which the plan administrator expects to render a decision.

In the event of a denial of a claim, a claimant may notify the plan administrator in writing within sixty days after receipt of written denial of the claim that the claimant wishes a review of the denial of the claim and present to the plan administrator a written statement of the claimant’s position and any documents, records or other information relating to the claim for benefits. Upon request and free of charge the claimant shall be provided reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits. The plan administrator’s review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The plan administrator will act upon such request for review within sixty days after receipt thereof unless special circumstances require further time, but in no event later than one hundred twenty days after receipt.

If the plan administrator confirms the denial, in whole or in part, the plan administrator will present in a written notice to the claimant: (i) the specific reasons for denial, (ii) the specific references to the plan provisions on which the decision was based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, and (iv) a statement of the claimant’s right to bring suit under ERISA Section 502(a), in a manner calculated to be understood by the claimant. In determining claims for benefits, the plan administrator has the authority and discretion to interpret the plan and to resolve ambiguities to make factual determinations, and to resolve questions relating to eligibility for and amount of benefits.

No action at law or in equity shall be brought to recover benefits under the plan until the appeal rights described in the plan have been exercised and until the plan benefits requested in such appeal have been denied in whole or in part. If any judicial proceeding is undertaken to appeal the denial of a claim or bring any other action under ERISA other than a breach of fiduciary duty claim, the evidence presented will be strictly limited to the evidence timely presented to the plan administrator. In addition, any such judicial proceeding must be filed within ninety days after the plan administrator’s final decision.

Benefits under the plan will be paid only if the plan administrator, or its delegate, decides in its sole discretion that a participant or beneficiary (or other claimant) is entitled to them. Subject to applicable law, any interpretation of the provisions of the plan and any decisions on any matter within the discretion of the plan administrator made by the plan administrator, or its delegate, in good faith shall be binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known and the plan administrator shall make such adjustment on account thereof as it considers equitable and practicable.

IN WITNESS WHEREOF, this amendment has been adopted by the Corporation as of the day and year first written above.

VALASSIS COMMUNICATIONS, INC.
By:	/s/ Todd Wiseley
Name:	Todd Wiseley
Title:	Secretary

EX-10.2

Exhibit 10.2

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 Alan F. Schultz (the “Executive”).

WHEREAS, the Corporation and the Executive entered into that certain Employment Agreement effective as of March 18, 1992, as amended on December 19, 1995, September 15, 1998, December 16, 1999, March 14, 2001, December 20, 2001, June 26, 2002, December 21, 2004, December 21, 2007 and May 12, 2008 (the “Employment Agreement”);

WHEREAS, the Corporation and the Executive desire to further 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 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.”

2. 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.”

3. 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”

4. The third, fourth, and fifth sentences of Section 5(a)(iv) of the Employment Agreement shall be amended in their entirety to read as follows:

“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.”

5. Section 5(c) of the Employment Agreement shall be amended 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)(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.”

6. 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.”

7. Section 12(h) of the Employment Agreement (originally numbered as Section 11(h) of the Employment Agreement when first adopted) shall be amended 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)).”

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

9. 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/ Alan F. Schultz
Alan F. Schultz

EX-10.3

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

EX-10.4

Exhibit 10.4

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 Richard P. Herpich (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 January 17, 1994, as amended on June 30, 1994, December 19, 1995, February 18, 1997, December 30, 1997, December 15, 1998, January 4, 2000, December 21, 2000, December 20, 2001, May 13, 2002, July 8, 2002, January 8, 2004, and January 14, 2005 (as so amended, the “Employment Agreement”); and

WHEREAS, the Corporation and the Executive desire to further 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 following sentence shall be added to Section 3(d) of the Employment Agreement:

“Any reimbursements or payments under this subsection (d) 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.”

2. 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.”

3. The last sentence of Section 3(g)(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”.

4. The last sentence of Section 3(g)(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”.

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)(ii) 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. As provided by Section 409A of the Code and the Final Regulations thereunder, however, no delay shall apply to payments under Section 5(a)(ii) of the Employment Agreement to the extent the aggregate amount of such

payments does not exceed the lesser of: two (2) times the Executive’s annualized compensation based upon his annual rate of pay for services provided to the Corporation for the calendar year preceding the Corporation’s taxable year in which the Executive has a ‘separation from service’ (as such term is used in Section 409A of the Code) or two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which the Executive has a separation from service (the ‘Designated Compensation Amount’). Any (1) amounts otherwise payable under the terms of Section 5(a)(ii) during the six (6) month period beginning on the date of the Executive’s termination of employment that are in excess of the Designated Compensation Amount and (2) other payments under this Section 5 that are delayed as provided for in this Section 5(c) 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 the applicable subsection of this Section 5.”

8. The following sentence shall be added to Section 6 of the Employment Agreement:

“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.”

9. 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.”

10. Section 8(b) of the Employment Agreement (originally numbered as Section 7(b) of the Employment Agreement when first adopted) shall be amended by deleting the words:

“The foregoing provisions of this Section 8(b) shall be extended, at the option of VCI”

and by replacing such phrase with the following:

“The Corporation, at its sole option and in its sole discretion, may choose to subject the Executive to additional non-competition and non-solicitation restrictions”.

11. Section 10 of the Employment Agreement (originally numbered as Section 9 of the Employment Agreement when first adopted) shall be amended to insert a new subsection (f) to read in its entirety as follows:

“(f) 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 on the following basis: (i) 50% in accordance with the targets set by the Committee; and (ii) 50% in accordance with performance targets set by the Chairman, President and Chief Executive Officer of the Corporation. 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. All other terms of the Employment Agreement shall remain in full force and effect.

14. 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/ Richard P. Herpich
Richard P. Herpich

EX-10.5

Exhibit 10.5

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 William F. Hogg (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 December 22, 1995, January 20, 1997, December 23, 1998, January 5, 2001, January 11, 2002, July 8, 2002, January 10, 2005, January 17, 2006, and May 24, 2007 (as so amended, the “Employment Agreement”); and

WHEREAS, the Corporation and the Executive desire to further 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 following sentence shall be added to Section 3(d) of the Employment Agreement:

“Any reimbursements or payments under this subsection (d) 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.”

2. The following sentence shall be added to Section 3(e) 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.”

3. The last sentence of Section 3(g)(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”.

4. The last sentence of Section 3(g)(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”.

5. Section 5(a)(ii) of the Employment Agreement shall be amended by deleting everything following and including the word “provided”.

6. 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”

7. 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 and/or under Section 3(h)(v) 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).”

8. 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 in Section 3(h) above) at the time of his termination of employment, the payments under Sections 5(a)(i)(2), 5(a)(ii) 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). As provided by Section 409A of the Code and the Final Regulations thereunder, however, no delay shall apply to payments under Section 5(a)(ii) of the Employment Agreement to the extent the aggregate amount of such payments does not exceed the lesser of: two (2) times the Executive’s annualized compensation based upon his annual rate of pay for services provided to the Corporation for the calendar year preceding the Corporation’s taxable year in which the Executive has a ‘separation from service’ (as such term is used in Section 409A of the Code) or two (2) times the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which the Executive has a separation from service (the ‘Designated Compensation Amount’). Any amounts

otherwise payable under the terms of Section 5(a)(ii) during the six (6) month period beginning on the date of the Executive’s termination of employment that are in excess of the Designated Compensation Amount and other payments under this Section 5 that are delayed as provided for in this Section 5(c) 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 the applicable subsection of this Section 5.”

9. The following sentence shall be added to Section 6 of the Employment Agreement:

“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. Section 9(f) of the Employment Agreement is amended in its entirety as follows:

“(f) 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)).”

11. 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 on the following basis: (i) 50% in accordance with the targets set by the Committee; and (ii) 50% in accordance with performance targets set by the Chairman, President and Chief Executive Officer of the Corporation. 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.”

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

13. 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/ William F. Hogg
William F. Hogg