VCI » Topics » Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

This excerpt taken from the VCI 8-K filed Dec 28, 2007.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Wallace Snyder as Director

On December 20, 2007, the Board of Directors of Valassis Communications, Inc. (the “Company”), upon recommendation by the Company’s Corporate Governance/Nominating Committee, elected Wallace Snyder as a member of the Company’s Board of Directors, effective January 2, 2008. Mr. Snyder was appointed to fill a new vacancy created by the resignation of Barry P. Hoffman, effective January 1, 2008. Mr. Snyder’s compensation for his services as a director will be consistent with that of the Company’s other independent directors, as described in the Company’s proxy statement filed with the United States Securities and Exchange Commission on April 9, 2007, under the caption “Independent Director Compensation.” A copy of the press release announcing the election is furnished herewith as Exhibit 99.1.

Mr. Snyder currently serves as the President and Chief Executive Officer of the American Advertising Federation (the “AAF”). Mr. Snyder joined the AAF in October 1985 as Senior Vice President, Government Relations, was promoted to Executive Vice President, Government Relations in June 1990 and became President and Chief Executive Officer on January 1, 1992. Mr. Snyder also serves the industry as a board member of several national organizations, including The Ad Council, The AAF Foundation, the Advertising Educational Foundation and the National Advertising Review Council, which oversees advertising self-regulation.

In accordance with the Company’s By-Laws, Mr. Snyder will serve as a director until the next annual meeting of stockholders or until his successor is elected and qualified. Mr. Snyder has not been named to serve on any of the Board’s committees at this time.

Amendment to Employment Agreement with Alan F. Schultz

On December 21, 2007, the Company and Alan F. Schultz, the Company’s Chief Executive Officer and President, entered into an amendment to his employment agreement (the “Schultz Amendment”) increasing his annual base salary to $860,000, effective January 1, 2008. All other terms and conditions of Mr. Schultz’s employment agreement remain in full force and effect.

The foregoing description of the Schultz Amendment is summary in nature, and is qualified in its entirety by reference to Mr. Schultz’s amended employment agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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