THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made June 26, 2002 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 January 3, 1995, December 19, 1995, September 15, 1998, December 16,
1999, March 14, 2001 and December 20, 2001 (the "Employment Agreement"); and
WHEREAS, the Corporation and the Executive desire to amend the Employment Agreement to, among other
things, extend the term of employment and provide for the grant of stock options to the Executive.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto
agree as follows:
1. Section 1.(b) of the Employment Agreement shall be amended to read in its entirety as follows:
"The Employment Period shall commence as of March 18, 1992 (the "Effective Date") and shall continue until the
close of business on December 31, 2008."
2. The last sentence of Section 2.(a) shall be amended to read as follows:
"The Executive's services shall be performed at the Corporation's headquarters which shall not be more than
twenty-five miles from where the Executive is currently employed unless such requirement is waived by the
3. The following sentence shall be added to Section 3.(a) of the Employment Agreement:
"The Executive's Annual Base Salary, payable on a biweekly basis, shall be at the annual rate of not less than
$750,000 effective January 1, 2003."
4. Section 3.(c) of the Employment Agreement shall be amended to read in its entirety as follows:
"Stock Options. The Executive shall be eligible to receive non-qualified options to purchase an aggregate of
1,080,000 shares of Common Stock of the Corporation pursuant to the Corporation's 2002 Long-Term
Incentive Plan (or such other plan applicable to executives of the Corporatio