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Exhibit
99.1
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 (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 Stock (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) Subject to Paragraph 3
hereof, 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]
(b) Notwithstanding the
foregoing, the Option, to the extent unvested, shall become fully
vested and exercisable (unless earlier terminated in accordance
with their terms) upon:
(i) a Change in Control, if
you remain continuously employed on the effective date of a Change
in Control, or
«FirstName»
«LastName»
«Insert Date»
Page 2
(ii) a termination of your
employment under the following conditions:
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(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); |
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(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); |
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(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) 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 Paragraph 3 below. The Option shall not be exercised for
fractional shares.
«FirstName»
«LastName»
«Insert Date»
Page 3
3. Certain Exercise
Requirements . The Option is exercisable by you only while you
are in the employ of the Company, a Subsidiary, or an Affiliate,
except that 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. Notwithstanding the foregoing, if your employment
is terminated by the Company for Cause, the Option, whether or not
vested and exercisable, shall be immediately forfeited by you, with
no consideration due to you.
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
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