Amendment No. 1 to Employment Agreement between ADVO, Inc. and S. Scott Harding

Summary

ADVO, Inc. and S. Scott Harding have agreed to amend Harding's Employment Agreement, effective October 15, 2004. The amendment changes how the value of Harding's personal use of the company's corporate aircraft is calculated, setting a maximum annual value of $150,000 and specifying that the cost will be determined by company-approved methods. The amendment also notes that some personal use may be taxable to Harding. All other terms of the original Employment Agreement remain unchanged.

EX-10.1 2 y68678exv10w1.txt AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.1 ------------ ADVO, Inc. AMENDMENT TO EMPLOYMENT AGREEMENT Effective as of October 15, 2004, ADVO, Inc. (the "Company") and S. Scott Harding ("Harding") agree to amend the "Air Travel" provision of Harding's Employment Agreement to reflect a change in the valuation of the air travel to better comport with the Company's valuation procedures: Air Travel The Company will make its corporate aircraft available to you for personal use to a maximum annual value of such use during this Agreement of $150,000 (prorated from the Effective Date for 2004), with that balance to be reduced using the aggregate incremental cost to the Company for your personal use of the aircraft, as determined using methods the Committee approves. You acknowledge that the use of the plane will, in some instances, be taxable to you. Except as set forth above, the Employment Agreement between Harding and the Company bearing an Effective Date of October 15, 2004 (the "Employment Agreement") remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on November 5, 2004. ADVO, Inc. By: /s/ DONALD SCHNEIDER ------------------------------------ Name: Donald Schneider Title: Executive Vice President, Chief Human Resources Officer /s/ S. SCOTT HARDING ------------------------------------- S. Scott Harding