FORM 10-K/A
(Amendment No. 1)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended November 2, 2014
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
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Commission File Number: 001-09232
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New York
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13-5658129
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1065 Avenue of Americas, New York, New York
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10018
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock $0.10 Par Value
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NYSE MKT LLC
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller
reporting company)
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Page
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3 | ||
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ITEM 10.
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4 | |
ITEM 11.
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11 | |
ITEM 12.
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26 | |
ITEM 13.
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29 | |
ITEM 14.
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30 | |
31 | ||
ITEM 15.
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31 | |
35 |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Name
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Age
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Position(s)
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Ronald Kochman
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56
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President, Chief Executive Officer and Director
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Lloyd Frank
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89
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Director
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Bruce G. Goodman
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66
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Director
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Theresa A. Havell
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68
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Director
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Mark N. Kaplan
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84
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Director
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Deborah Shaw
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60
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Director
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Jerome Shaw
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88
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Executive Vice President and Director
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William H. Turner
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73
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Director
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James Whitney Mayhew
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53
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Senior Vice President and Chief Financial Officer
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Lori Larson
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47
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Senior Vice President – North America Staffing
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Rhona Driggs | 49 | Senior Vice President – North America Staffing | ||
Richard Herring
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57 |
Senior Vice President and Managing Director, Europe and Asia Staffing
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Louise Ross
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66
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Vice President – Human Resources
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Sharon H. Stern
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52 |
Senior Vice President – Legal Affairs and Secretary
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•
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attract, motivate and retain the talented executives who are a critical component of the Company’s long-term success by providing each with a competitive total compensation package;
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•
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ensure that executive compensation is aligned with both the short- and long-term interests of shareholders; and
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•
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motivate and reward high levels of team and individual performance.
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•
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chairs meetings and executive sessions at which only the independent directors attend;
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•
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advises our Chief Executive Officer as to the quality, quantity and timeliness of the flow of information from management that is necessary for the independent directors to effectively perform their duties;
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•
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participates as a member of the Compensation Committee in the conduct of an annual evaluation of the performance of the Chief Executive Officer; and
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•
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recommends to the Chief Executive Officer the retention of outside advisors and consultants who report directly to the Board.
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•
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board structure and composition;
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•
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director independence;
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•
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board member nomination and eligibility requirements;
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•
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board leadership and executive sessions;
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•
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committees of the board;
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•
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director responsibilities;
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•
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board and committee resources, including access to officers, employees and independent advisors;
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•
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director compensation;
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•
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director orientation and ongoing education;
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•
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succession planning; and
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•
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board and committee self-evaluations.
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Mark N. Kaplan (Chair) | |
Theresa A. Havell | |
William H. Turner |
EXECUTIVE COMPENSATION
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•
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Ronald Kochman, President and Chief Executive Officer (CEO);
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•
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James Whitney, Senior Vice President and Chief Financial Officer;
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•
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Jerome Shaw, Executive Vice President;
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•
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Lori Larson, Senior Vice President – North America Staffing; and
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•
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Rhona Driggs, Senior Vice President – North America Staffing; and
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•
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Howard Zimmerman, then Chief Operating Officer, North America Staffing;
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•
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base salary;
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•
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for some executives, performance-based cash bonuses; and
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•
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for some executives, long-term cash and/or equity incentives.
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Lloyd Frank
Theresa A. Havell
Mark N. Kaplan William H. Turner, Chair |
Name and Principal Position
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Year
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Salary
$ (1)
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Bonuses
$ (2)
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Stock
Awards
$ (3)
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Option
Awards
$ (4)
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Non-Equity
Incentive Plan
Compensation
$ (5)
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All Other
Compensation
$ (6)
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Total $
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Ronald Kochman
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2014
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575,000
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575,000
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—
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328,600
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270,000
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8,328
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1,756,928
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President and Chief
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2013
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584,890
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575,000
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600,000
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—
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180,000
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6,882
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1,946,772
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Executive Officer
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2012
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416,189
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287,500
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—
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—
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—
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4,684
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708,373
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James Whitney
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2014
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400,000
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900,000
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—
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191,300
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266,666
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7,556
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1,765,522
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Senior Vice President and
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2013
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407,692
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650,000
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187,500
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—
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—
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5,434
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1,250,626
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Chief Financial Officer
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2012
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400,000
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381,250
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—
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—
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—
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5,924
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787,174
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Jerome Shaw
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2014
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517,005
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—
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—
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—
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—
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15,202
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532,207
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Executive Vice President
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2013
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526,947
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—
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—
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—
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—
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46,347
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573,294
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2012
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517,005
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—
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—
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—
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—
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11,203
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528,208
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Lori Larson
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2014
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300,000
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—
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—
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95,650
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270,000
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12,254
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677,904
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Senior Vice President
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North America Staffing
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Rhona Driggs | 2014 | 300,000 | — | — | 95,650 | 162,500 | 56,363 | 674,513 |
Senior Vice President | ||||||||
North America Staffing | ||||||||
Howard Zimmerman
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2014
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194,525
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—
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—
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—
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162,500
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170,084
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527,109
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Formerly Chief Operating Officer,
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2013
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262,753
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25,000
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—
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—
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362,247
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11,372
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661,372
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North America Staffing
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(1)
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Represents the amount of base salary paid to the 2014 Named Executive Officers during the relevant fiscal year. The 2013 base salary amounts for Mr. Kochman and Mr. Whitney exceed the contractual base salaries ($575,000 and $400,000, respectively) because Fiscal Year 2013 consisted of 53 weeks rather than 52 weeks.
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(2)
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The amounts in this column are the gross amounts of the Named Executive Officer’s performance bonus for the relevant fiscal year plus, in the case of Mr. Whitney, $500,000 as a special bonus under his employment agreement that became payable during fiscal year 2014 as a result of the Company’s filing its annual report on Form 10-K for the fiscal year ending October 31, 2011 (which filing was made on November 15, 2013) and its annual report on Form 10-K for the fiscal year ending October 28, 2012 (which filing was made on November 15, 2013). For an explanation of how annual bonuses were determined, see “Annual Cash Incentive” in Compensation Discussion and Analysis. For a description of Mr. Whitney’s special bonus arrangement see “Agreements with 2014 Named Executive Officers – James Whitney.”
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(3)
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Amounts shown in the Stock Awards column reflect the aggregate grant date fair value of stock granted to our Named Executive Officers determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of valuation assumptions, see Note 13 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended November 2, 2014. No Named Executive Officer received grants of stock awards during 2014 and 2012. The 2013 amount for Mr. Kochman includes awards as part of his long-term incentive for fiscal years 2012 and 2013.
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(4)
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In July 2014, the Company granted an aggregate of 340,000 performance-based options to purchase shares of the Company's common stock to certain of its senior officers. The closing price for the Company's stock must meet or exceed certain trading price targets for ten consecutive trading days for the stock options to be exercisable; if the stock price targets are not met on or prior to July 3, 2017, the options will not become exercisable. These options expire seven years from the grant date. Amounts reported reflect the aggregate grant date fair value of the stock options determined in accordance with FASB ASC Topic 718, excluding the amount of estimated forfeitures. For a discussion of valuation assumptions, see Note 13 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended November 2, 2014.
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(5)
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For Mr. Kochman the amount reported for 2014 represents payment of the final installment of the amount earned under his fiscal year 2012 long-term incentive award and the first two installments of the amount earned under his fiscal year 2013 long-term incentive award, both of which were provided for under the terms of his employment agreement; the amount reported for 2013 represents payment of the first two installments of the amount earned under the fiscal year 2012 long-term incentive award. For Mr. Whitney, the amount reported for 2014 represents payment of the first two installments of the amount earned under his fiscal year 2013 long-term incentive award provided for under the terms of his employment agreement. For Ms. Larson, Ms. Driggs, and Mr. Zimmerman, the amount reported for 2014 represents 2014 incentives.
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(6)
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Amounts for 2014 consisted of (a) premiums under the Company’s group life insurance policy of $654 for each of Ronald Kochman , James Whitney, Lori Larson and Rhona Driggs, $1,038 for Jerome Shaw and $381 for Howard Zimmerman; (b) the Company’s contribution under the Company’s 401(k) plan of $2,600 for each of Ronald Kochman, James Whitney, Jerome Shaw, Lori Larson and Rhona Driggs and $2,530 for Howard Zimmerman ; (c) automobile allowances and expenses related to Company owned or leased automobiles of $7,965 for Jerome Shaw, $9,000 for each of Lori Larson and Rhona Driggs and $4,673 for Howard Zimmerman; (d) transportation expenses of $3,599 for Jerome Shaw; (e) entertainment expenses of $5,074 for Ronald Kochman and $4,302 for James Whitney; (f) relation of $44,109 for Rhona Driggs and (g) severance of $162,500 for Howard Zimmerman.
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Estimated Future Payouts Under Non-Equity Incentive Plan Awards | ||||||||||||||
Name
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Grant Date
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Threshold
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Target
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Maximum
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All Other Option Awards: Number of Securities Underlying Options
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Exercise or Base Price of Option Awards ($/Sh)
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Grant Date Fair Value of Stock and Option Awards (1)
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Ronald Kochman
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—
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$270,000(5)
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—
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7/3/2014 (2)
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20,000
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$10
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$84,200
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7/3/2014(3)
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40,000
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$12
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$136,400
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7/3/2014(4)
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40,000
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$14
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$108,000
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James Whitney
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—
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$400,000(6)
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—
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7/3/2014(2)
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10,000
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$10
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$42,100
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7/3/2014(3)
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20,000
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$12
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$68,200
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7/3/2014(4)
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30,000
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$14
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$81,000
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Lori Larson
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(7)
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7/3/2014(2)
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5,000
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$10
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$21,050
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7/3/2014(3)
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10,000
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$12
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$34,100
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7/3/2014(4)
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15,000
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$14
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$40,500
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Rhona Driggs | (7) | |||||||||||||
7/3/2014(2) |
5,000
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$10 | $21,050 | |||||||||||
7/3/2014(3) |
10,000
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$12 | $34,100 | |||||||||||
7/3/2014(4)
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15,000
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$14 | $40,500 | |||||||||||
Howard Zimmerman
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$100,000(8)
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—
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(1)
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The dollar amount shown reflects the aggregate grant date fair value of option awards calculated in accordance with FASB ASC Topic 718.
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(2)
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These options become exercisable, if at all, only if the closing price of the Company’s common stock during any 10 consecutive trading day period ending on or prior to July 3, 2017 equals or exceeds $10. These options expire seven years from the grant date.
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(3)
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These options become exercisable, if at all, only if the closing price of the Company’s common stock during any 10 consecutive trading day period ending on or prior to July 3, 2017 equals or exceeds $12 . These options expire seven years from the grant date.
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(4)
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These options become exercisable, if at all, only if the closing price of the Company’s common stock during any 10 consecutive trading day period ending on or prior to July 3, 2017 equals or exceeds $14. These options expire seven years from the grant date.
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(5)
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The Compensation Committee awarded Mr. Kochman a long-term incentive award for fiscal year 2014, with a target amount of $270,000 in cash and 40,000 shares of restricted stock contingent on Mr. Kochman’s achievement of objective goals and targets determined by the Compensation Committee. After the end of fiscal year 2014, the Compensation Committee confirmed the award to Mr. Kochman in the target amount. The restricted shares included in the award had a grant date during fiscal year 2015. The relevant performance goals and targets, payment and vesting terms for Mr. Kochman’s fiscal year 2014 long-term incentive awards are described in the Compensation Discussion and Analysis beginning.
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(6)
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The Compensation Committee awarded Mr. Whitney an incentive award in respect of fiscal year 2014 with a target amount of $400,000 in cash contingent on Mr. Whitney’s achievement of objective goals and targets determined by the Compensation Committee. At the end of fiscal year 2014, the Compensation Committee confirmed the award to Mr. Whitney in the target amount. The relevant performance goals and targets are described in the Compensation Discussion and Analysis.
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(7)
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Ms. Larson’s and Ms. Driggs’ annual cash incentives are established under the terms of their respective employment agreements. See “Annual Cash Incentive – Lori Larson” and “Annual Cash Incentive – Rhona Driggs.”
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(8)
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The target amount of Mr. Zimmerman’s cash long-term incentive award was established pursuant to his employment agreement. Mr. Zimmerman also was eligible to earn a quarterly threshold incentive in the amount of $81,250 pursuant to his employment agreement. For a description of the annual and quarterly incentives and related performance metrics, see “Agreements with 2014 Named Executive Officers – Howard Zimmerman.” Mr. Zimmerman’s employment with the Company terminated effective May 9, 2014.
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Option Awards (1)
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Stock Awards (2)
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Name
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Number of
Securities
Underlying
Unexercised
Options
Exercisable (1)
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Number of
Securities
Underlying
Unexercised
Options
Unexercisable
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Option
Exercise Price
$
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Option
Expiration
Date
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Number of Shares
or Units that Have
Not Vested
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Market Value of
Shares or Units of
Stock that Have
Not Vested
$
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Ronald Kochman
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8,000
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—
20,000
40,000
40,000
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6.39
10.00
12.00
14.00
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4/6/2019
7/3/2021
7/3/2021
7/3/2021
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13,334(2)
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110,406
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James Whitney
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3,000
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2,000
20,000
30,000
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10.56
10.00
12.00
14.00
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5/11/2021
7/3/2021
7/3/2021
7/3/2021
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10,000(3)
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82,800
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Jerome Shaw
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8,000
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—
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6.39
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4/6/2019
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—
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—
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Lori Larson
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5,000
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—
5,000
10,000
15,000
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6.39
10.00
12.00
14.00
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4/6/2019
7/3/2021
7/3/2021
7/3/2021
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—
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—
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Rhoda Driggs
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5,000
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—
5,000
10,000 15,000 |
6.39 10.00 12.00 14.00 |
4/6/2019
7/3/2021 7/3/2021 7/3/2021 |
— | — |
Howard Zimmerman
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— | — | — | — | — | — |
(1)
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Represents options granted to each of the 2014 Named Executive Officers. Each option has a ten-year term, except the July 3, 2014 grant, which has a seven-year term. All are subject to earlier termination in the event of the termination of the optionee’s employment. All options vest in equal installments over a five year period, except the July 3, 2014 grants, whose vesting is contingent on the attainment of certain stock price goals. See footnotes 2, 3 and 4 to the Fiscal Year 2014 Grants of Plan-Based Awards Table for details.
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(2)
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On October 29, 2013, Mr. Kochman received an award of 40,000 restricted shares of the Company’s common stock as part of his long-term incentive award for fiscal 2013. 13,333 of such shares vested 104 days after the end of the Company’s 2013 fiscal year and an additional 13,333 shares vested on October 30, 2014; the remaining 13,334 shares are scheduled to vest on October 30, 2015, but will vest immediately if, within 90 days of a Change of Control, the Company terminates Mr. Kochman’s employment without cause or he resigns for good reason, as such terms are defined in his employment agreement.
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(3)
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On December 24, 2012, Mr. Whitney received an award of 30,000 restricted shares of the Company’s common stock as sign-on equity pursuant to the terms of his employment agreement. 10,000 of such restricted shares vested on June 30, 2013, another 10,000 shares vested on June 30, 2014 and the remaining 10,000 shares were scheduled to vest on June 30, 2015. In connection with the announcement of Mr. Whitney’s planned departure from the Company effective March 20, 2015, the Company has agreed to vest the remaining 10,000 shares.
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Option Awards
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Stock Awards
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Name
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Number of
Shares Acquired
on Exercise (#)
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Value Realized
on Exercise ($)
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Number of
Shares Acquired
On Vesting (#)
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Value Realized
on Vesting ($) (1)
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Ronald Kochman
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— | — | 40,000 | $ | 343,786 | |||||||||||
James Whitney
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— | — | 10,000 | $ | 94,900 |
(1)
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Determined by multiplying the shares of stock that vested during the 2014 fiscal year by the closing market price of our common stock on the respective vesting dates, but excluding any tax obligations incurred in connection with such vesting.
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Name
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Plan Name
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Aggregate
Balance at
Beginning
of Year $
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Executive
Contributions
in Last FY
$
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Company
Contributions
in Last FY $
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Aggregate
earnings in
Last FY $
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Aggregate
Withdrawals/
Distributions
$
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Aggregate
Balance at
Last FYE $(1)
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James Whitney
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Volt Information Sciences, Inc. Deferred Comp and Supplemental Savings Plan
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21,571
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—
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—
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1,016
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—
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22,587
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(1)
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An aggregate of $21,075 constituting Executive’s contributions were previously reported as compensation to the Executive in the Company’s 2012 and 2013 Summary Compensation Tables.
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Name
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Fees Earned or Paid in Cash (1)
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Stock Awards (2)
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Total
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Lloyd Frank
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$ | 64,000 | $ | 23,100 | $ | 87,100 | ||||||
Bruce G. Goodman
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59,500 | 23,100 | 82,600 | |||||||||
Theresa A. Havell
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84,000 | 23,100 | 107,100 | |||||||||
Mark N. Kaplan
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88,250 | 23,100 | 111,350 | |||||||||
Deborah Shaw
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59,500 | 23,100 | 82,600 | |||||||||
William H. Turner
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83,250 | 23,100 | 106,350 |
(1)
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Includes additional amounts paid for meetings attended in first quarter 2014 in the amounts of $8,750 for Mr. Kaplan, $6,750 for Ms. Havell, $6,000 for Mr. Turner, $750 each for Mr. Frank, Mr. Goodman and Ms. Shaw.
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(2)
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On August 12, 2014, the Board of Directors awarded each of the non-employee directors of the Company 2,500 restricted shares under the Company’s 2006 Incentive Stock Plan. Amounts shown in the Stock Awards column reflect the aggregate grant date fair value of these awards determined in accordance with FASC ASC Topic 718. As of November 2, 2014, each director had 3,000 outstanding stock option awards.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Name of Beneficial Owner
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Shares of Common
Stock (1)
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Shares That
May be
Acquired
Within
60 Days (2)
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Percent of
Class
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|||||||||
Five Percent Shareholders (other than Named Executive Officers and Directors):
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||||||||||||
Glacier Peak Capital LLC / John C. Rudolf | 2,182,825 | (3) | — | 10.41 | % | |||||||
Canton Holdings, L.L.C.
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1,570,320 | (4) | — | 7.49 | % | |||||||
Linda Shaw
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1,391,095 | (5) | — | 6.63 | % | |||||||
Steven A. Shaw
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1,329,794 | (6) | 6,400 | 6.37 | % | |||||||
Dimensional Fund Advisors, LP
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1,277,074 | (7) | — | 6.09 | % | |||||||
Michael Shaw
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1,111,484 | (8) | — | 5.30 | % | |||||||
Named Executive Officers and Directors:
|
||||||||||||
Jerome Shaw | 2,494,179 | (9) | 8,000 | 11.92 | % | |||||||
Deborah Shaw
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2,161,739 | (10) | 3,000 | 10.32 | % | |||||||
Bruce G. Goodman
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649,654 | (11) | 3,000 | 3.13 | % | |||||||
Ronald Kochman
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121,076 | (12) | 68,000 | * | ||||||||
Lloyd Frank
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69,054 | (13) | 3,000 | * | ||||||||
James Whitney | 35,000 | (14) | 33,000 | * | ||||||||
Theresa A. Havell
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9,000 | 3,000 | * | |||||||||
Mark N. Kaplan | 7,500 | 3,000 | * | |||||||||
William H. Turner
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4,500 | 3,000 | * | |||||||||
Rhona Driggs | 722 | (15) | 20,000 | * | ||||||||
Lori Larson | 244 | (16) | 20,000 | * | ||||||||
Howard Zimmerman
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— | — | * | |||||||||
All executive officers and directors as a group (14 persons)
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4,872,302 | 194,000 | 23.93 | % |
*
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Less than 1%
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(1)
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Except as noted, the named beneficial owners have sole voting and investment power with respect to their beneficially owned shares.
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(2)
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The shares underlying all equity awards that may be exercised within 60 days are deemed to be beneficially owned by the person or persons for whom the calculation is being made and are deemed to have been exercised for the purpose of calculating this percentage, including the shares underlying options where the exercise price is above the current market price.
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(3)
|
Includes (i) an aggregate of 406,714 shares directly owned or controlled by John C. Rudolf, consisting of 220,397 shares directly owned by Mr. Rudolf, 5,000 shares held in an IRA account that he controls, 30,000 shares held in an account that Mr. Rudolf controls for the benefit of his wife and 151,317 shares held in accounts that Mr. Rudolf controls for the benefit of other family members and (ii) 1,776,111 shares owned by the Glacier Peak U.S. Value Fund, L.P., of which Mr. Rudolf may be deemed to be the beneficial owner. Excludes 2,464,130 shares in respect of which Jerome Shaw, Joyce Cutler-Shaw, The Jerome and Joyce Shaw Family Trust U/D/T dated 8/6/1969, and The Rachel Lynn Shaw Trust U/D/T dated 11/23/2001 granted to Mr. Rudolf , or any other designee of Glacier Peak Capital LLC, an irrevocable proxy to vote such shares at the 2015 annual meeting of shareholders of the Company or any meeting (or consent in lieu of a meeting) which may be called in lieu thereof.
|
(4)
|
Based on a Schedule 13G filed with the SEC on February 13, 2015 by Archer Capital Management, L.P. (“Archer”), as the investment manager to certain private investment funds, Canton Holdings, L.L.C. (“Canton”), as the general partner of Archer, Joshua A. Lobel (“Lobel”), an individual, as a principal of Canton, and Eric J. Edidin (“Edidin”), an individual, as a principal of Canton. According to the Schedule 13G, Canton, Archer, Lobel and Edidin have shared and investment power with respect to all 1,570,320 shares.
|
(5)
|
Includes (i) 73,356 shares held by Linda Shaw, Bruce Goodman (her husband and a director of the Company) and Deborah Shaw (her sister and a director of the Company) as trustees of trusts for the benefit of the children of Linda Shaw, as to which shares Linda Shaw has shared voting and investment power; and (ii) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Linda Shaw, Deborah Shaw and a daughter of Deborah Shaw are the directors, as to which shares Linda Shaw has shared voting and investment power. The inclusion of the shares in clauses (i) and (ii) is not an admission of beneficial ownership of those shares by Linda Shaw. Does not include (a) 21,744 shares owned by Bruce Goodman, individually; (b) 3,000 shares underlying a stock option held by Bruce Goodman that were granted to him by the Company as a director of the Company; (c) 1,500 shares held by Bruce Goodman as trustee of an irrevocable trust for the benefit of a child of Bruce Goodman; and (d) 557,054 shares held by trusts for the benefit of Linda Shaw’s children, of which trusts Deborah Shaw and Bruce Goodman are trustees. The address for Linda Shaw is Shepherd Kaplan LLC c/o Bruce Goodman, 125 Summer Street, Boston, MA 02110.
|
(6)
|
Based on a Schedule 13D filed with the SEC on May 16, 2014. Includes (i) 14,216 shares held by Steven Shaw as the sole trustee of trusts for the benefit of two nephews of Steven Shaw; and (ii) 54,054 shares held by Steven Shaw, Lloyd Frank (a director of the Company) and Michael Shaw (Steven Shaw’s brother) as trustees of a trust for the benefit of two of Steven Shaw’s nephews, as to which shares Steven Shaw may be deemed to have shared voting and investment power. The inclusion of shares in clauses (i) and (ii) is not an admission of beneficial ownership of those shares by Steven Shaw.
|
(7)
|
Based on a Schedule 13G filed with the SEC on February 5, 2015 by Dimensional Fund Advisors LP, an investment advisor that furnishes investment advice to four investment companies and serves as an investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may also act as advisors or sub-advisors to certain of the Funds. In its role as investment advisors, sub-advisor and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over securities that are owned by the Funds. Dimensional may be deemed to be the beneficial owner of the shares held by the Funds through Dimensional, but all shares are owned by the Funds and Dimensional disclaims beneficial ownership of such shares.
|
(8)
|
Includes (i) 373,753 shares owned jointly by Michael Shaw and his wife; and (ii) 54,054 shares held by Michael Shaw, Lloyd Frank and Steven Shaw as trustees of a trust for the benefit of two of Michael Shaw’s children, as to which shares Michael Shaw may be deemed to have shared voting and investment power. The inclusion of the shares in clause (ii) is not an admission of beneficial ownership of those shares by Michael Shaw. Does not include (a) 516 shares owned by Michael Shaw’s wife individually; (b) 58,696 shares owned by Michael Shaw’s children who do not reside in his household; and (c) 14,216 shares held by Steven Shaw as the sole trustee of trusts for the benefit of two of Michael Shaw’s children.
|
(9)
|
Based on a Schedule 13D filed with the SEC by Jerome Shaw and his wife, Joyce Shaw on October 28, 2014 and in other information available to the Company. Includes (i) 3,229 shares owned by Jerome Shaw individually; (ii) 2,578 shares held by Jerome Shaw through the Company’s Employee Stock Ownership Plan, which is part of the Company’s 401(k) plan; (iii) 24,721 shares held for Jerome Shaw’s benefit under the “Savings Plan” feature of the Company’s 401(k) plan; (iv) 8,000 shares underlying stock options issued by the Company to Jerome Shaw; (v) 1,398,318 shares held in The Jerome and Joyce Shaw Family Trust u/d/t dated 8/6/1969; (vi) 1,052,583 shares held in The Rachel Lynn Shaw Trust u/d/t dated 11/23/2001; (vii) 12,750 shares held by the Family Foundation by virtue of their position as directors of that corporation; and excludes 10,000 shares owned by Joyce Shaw individually. The inclusion of the shares in clauses (vi) and (vii) is not an admission of beneficial ownership of those shares by Jerome Shaw.
|
(10)
|
Includes (i) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Deborah Shaw, Linda Shaw and a daughter of Deborah Shaw are directors, as to which shares Deborah Shaw may be deemed to have shared voting and investment power; (ii) 71,220 shares owned by Deborah Shaw as custodian under the California Uniform Transfers to Minors Act for the benefit of her children; (iii) 73,356 shares owned by Deborah Shaw, Bruce Goodman (a director of the Company) and Linda Shaw (Deborah Shaw’s sister) as trustees of a trust for the benefit of the children of Linda Shaw, as to which shares Deborah Shaw may be deemed to have shared voting and investment power; and (iv) 557,054 shares owned by Deborah Shaw and Bruce Goodman as trustees of a trust for the benefit of Linda Shaw’s children, as to which shares Deborah Shaw may be deemed to have shared voting and investment power. The inclusion of the shares in clauses (i), (ii), (iii) and (iv) is not an admission of beneficial ownership of those shares by Deborah Shaw. Does not include (a) 23,019 shares owned by Deborah Shaw’s husband; (b) 34,584 shares owned by Deborah Shaw’s husband as custodian for children of Deborah Shaw; and (c) 391,243 shares held by Deborah Shaw’s husband and his sister as trustees for the benefit of Deborah Shaw’s children.
|
(11)
|
Includes (i) 1,500 shares owned by Bruce Goodman as trustee of a trust for the benefit of his one of his children; (ii) 73,356 shares owned by Bruce Goodman, Linda Shaw (his wife), and Deborah Shaw (a director of the Company) as trustees of trusts for the benefit of the children of Linda Shaw, as to which shares Bruce Goodman may be deemed to have shared voting and investment power; and (iii) 557,054 shares owned by Bruce Goodman and Deborah Shaw as trustees of a trust for the benefit of Linda Shaw’s children, as to which shares Bruce Goodman may be deemed to have shared voting and investment power. The inclusion of the shares in clauses (i), (ii) and (iii) is not an admission of beneficial ownership of those shares by Bruce Goodman. Does not include 1,311,990 shares owned by Bruce Goodman’s wife individually.
|
(12)
|
Includes (i) 1,075.55 shares held for Ronald Kochman’s benefit under the Company’s 401(k) plan and (ii) 40,001 shares that are subject to transfer restrictions.
|
(13)
|
Includes 54,054 shares owned by Lloyd Frank, Steven Shaw (a former director of the Company), Michael Shaw and sons of Jerome Shaw as trustees of a trust for the benefit of two grandchildren of Jerome Shaw, as to which shares Lloyd Frank may be deemed to have shared voting and investment power. The inclusion of these shares is not an admission of beneficial ownership of these shares by Lloyd Frank. Does not include 3,793 shares owned by Lloyd Frank’s wife individually.
|
(14)
|
Consists of 10,000 shares that are subject to transfer restrictions.
|
(15)
|
722 shares held for Rhona Driggs' benefit under the Company's 401(k) plan.
|
(16)
|
244 shares held for Lori Larson's benefit under the Company’s 401(k) plan.
|
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
|
|||||||||
Equity compensation plans approved by security holders
|
||||||||||||
1995 Non-Qualified Stock Option Plan
|
- | $ | - | — | (a) | |||||||
2006 Incentive Stock Plan
|
787,484 | $ | 9.17 | 605,850 | ||||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
787,484 | $ | 9.17 | 605,850 | ||||||||
(a)
|
Our 1995 Non-Qualified Stock Option Plan terminated on May 16, 2005 except for options previously granted under the plan.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
|
•
|
whether the transaction is on terms no more favorable than terms generally available to an unrelated third party under the same or similar circumstances;
|
|
•
|
the benefits to the Company; and
|
|
•
|
the extent of the related person’s interest in the transaction.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Fiscal Year
2014
|
Fiscal Year
2013
|
Fiscal Year
2012
|
||||||||||
Audit Fees
|
$ | 2,730 | $ | 2,686 | $ | 23,333 | ||||||
Audit-Related Fees
|
- | 4 | 2 | |||||||||
Tax Fees
|
3 | 4 | 4 | |||||||||
All Other Fees
|
1 | 3 | 24 | |||||||||
Total
|
$ | 2,734 | $ | 2,697 | $ | 23,363 |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibits
|
Description
|
|
2.1
|
Asset Purchase Agreement, dated July 29, 2008, by and among YPG Directories, LLC, YPG Systems, LLC, and YPG Holdings Inc. and the Company, DataNational, Inc. and DataNational of Georgia, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-K filed February 2, 2009; File No. 001-09232)
|
|
2.2
|
Membership Interest Purchase Agreement dated December 1, 2014, by and between VoltDelta, the Company and NewNet (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 5, 2014; File No. 001-09232)
|
|
3.1
|
Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed January 30, 1997; File No. 001-09232)
|
|
3.2
|
Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 11, 2007; File No. 001-09232)
|
|
3.3
|
Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed March 11, 2009; File No. 001-09232)
|
|
4.1
|
Credit Agreement, dated February 28, 2008, by and among the Company, the Guarantors, the lenders party thereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and JP Morgan Chase Bank, as syndication agent (incorporated by reference to Exhibit 4.1(p) to the Company’s Current Report on Form 8-K filed March 5, 2008; File No. 001-09232)
|
|
4.2
|
First Amendment to Credit Agreement, dated September 11, 2009, by and among the Company, the Guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 4.1(q) to the Company’s Current Report on Form 8-K filed September 17, 2009; File No. 001-09232)
|
|
4.3
|
Temporary Extension Agreement and Second Amendment to Credit Agreement, dated February 8, 2012, by and among the Company, the Guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 4.2(a) to the Company’s Current Report on Form 8-K filed May 14, 2010; File No. 001-09232)
|
|
4.4
|
Third Amendment to Credit Agreement and Temporary Extension, dated May 10, 2010, by and among the Company, the Guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 4.2(b) to the Company’s Current Report on Form 8-K filed May 14, 2010; File No. 001-09232)
|
|
4.5
|
Security Agreement, dated May 10, 2010, by and between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 4.2(c) to the Company’s Current Report on Form 8-K filed May 14, 2010; File No. 001-09232)
|
|
4.6
|
Fourth Amendment to Credit Agreement and First Amendment to Security Agreement, dated January 25, 2013, by and among the Company, the Guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 4.1(b) to the Company’s Current Report on Form 8-K filed January 31, 2013; File No. 001-09232)
|
|
4.7
|
Amended and Restated Receivables Purchase Agreement dated June 3, 2008, by and among Volt Funding Corp., the various buyers and buyers agents, the Company, and PNC Bank, National Association (incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q filed September 5, 2008; File No. 001-09232)
|
|
4.8
|
Amendment No. 2 to the Amended and Restated Receivables Purchase Agreement, dated January 7, 2009, by and among Volt Funding Corp., the Company, Market Street Funding LLC, Relationship Funding Company, LLC, PNC Bank, National Association, and Fifth Third Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 13, 2009; File No. 001-09232)
|
|
4.9
|
Letter Agreement, dated January 7, 2009, by and among PNC Bank, National Association, Fifth Third Bank, Volt Funding Corp., and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 13, 2009; File No. 001-09232)
|
|
Exhibits
|
Description
|
|
4.10
|
Amendment No. 3 to the Amended and Restated Receivables Purchase Agreement, dated September 30, 2009, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 6, 2009; File No. 001-09232)
|
|
4.11
|
Amendment No. 4 to the Amended and Restated Receivables Purchase Agreement, dated February 8, 2010, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed May 14, 2010; File No. 001-09232)
|
|
4.12
|
Amendment No. 5 to the Amended and Restated Receivables Purchase Agreement, dated May 10, 2010, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(b) to the Company’s Current Report on Form 8-K filed May 14, 2010; File No. 001-09232)
|
|
4.13
|
Amendment No. 6 to the Amended and Restated Receivables Purchase Agreement, dated December 3, 2010, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed December 16, 2010; File No. 001-09232)
|
|
4.14
|
Amendment No. 7 to the Amended and Restated Receivables Purchase Agreement, dated March 16, 2011, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 22, 2011; File No. 001-09232)
|
|
4.15
|
Amendment No. 8 to the Amended and Restated Receivables Purchase Agreement, dated January 27, 2012, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed February 1, 2012; File No. 001-09232)
|
|
4.16
|
Amendment No. 9 to the Amended and Restated Receivables Purchase Agreement, dated August 31, 2012, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed September 7, 2012; File No. 001-09232)
|
|
4.17
|
Amendment No. 10 to the Amended and Restated Receivables Purchase Agreement, dated December 13, 2012, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed December 17, 2012; File No. 001-09232)
|
|
4.18
|
Amendment No. 11 to the Amended and Restated Receivables Purchase Agreement, dated January 30, 2013, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed January 31, 2013; File No. 001-09232)
|
|
4.19
|
Amendment No. 12 to the Amended and Restated Receivables Purchase Agreement, dated February 27, 2013, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed March 4, 2013; File No. 001-09232)
|
|
4.2
|
Amendment No. 13 to the Amended and Restated Receivables Purchase Agreement, dated March 14, 2013, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed on March 14, 2013; File No. 001-09232)
|
|
4.21
|
Amendment No. 14 to the Amended and Restated Receivables Purchase Agreement, dated March 29, 2013, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed on April 4, 2013; File No. 001-09232)
|
|
4.22
|
Amendment No. 15 to the Amended and Restated Receivables Purchase Agreement, dated May 3, 2013, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed on April 29, 2013; File No. 001-09232)
|
|
4.23
|
Amendment No. 16 to the Amended and Restated Receivables Purchase Agreement, dated July 31, 2013, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed on August 6, 2013; File No. 001-09232)
|
|
Exhibits
|
Description
|
|
4.24
|
Amendment No. 18 to the Amended and Restated Receivables Purchase Agreement, dated December 27, 2013, by and among Volt Funding Corp., the Company, Market Street Funding LLC and PNC Bank, National Association (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed on January 3, 2014; File No. 001-09232)
|
|
4.25
|
Amendment No. 19 to the Amended and Restated Receivables Purchase Agreement, dated December 12, 2014, by and among Volt Funding Corp., the Company and PNC Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, 2014; File No. 001-09232)
|
|
4.26 |
Fifth Amendment to Credit Agreement, dated as of July 1, 2013 by and among the Company, the Guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer
|
|
4.27 |
Sixth Amendment to Credit Agreement and Second Amendment to Security Agreement, dated February 20, 2015, (incorporated by reference to Exhibit 4.1(a) to the Company’s Current Report on Form 8-K filed February 23, 2015; File No. 001-09232)
|
|
10.1*
|
1995 Non-Qualified Stock Option Plan of the Company (incorporated by reference to Exhibit 10.1(b) to the Company’s Annual Report on Form 10-K filed January 27, 1999; File No. 001-09232)
|
|
10.2*
|
2006 Incentive Stock Plan (incorporated by reference to Exhibit A to the Company’s Proxy Statement filed February 27, 2007; File No. 001-09232)
|
|
10.3*
|
Form of Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q filed June 8, 2007; File No. 001-09232)
|
|
10.4*
|
Form of Restricted Stock Grant Notice for Employees (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010 filed April 9, 2013; File No. 001-09232)
|
|
10.5*
|
Form of Restricted Stock Unit Agreement (Option 1) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 26, 2007; File No. 001-09232)
|
|
10.6*
|
Form of Restricted Stock Unit Agreement (Option 2) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 26, 2007; File No. 001-09232)
|
|
10.7*
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 26, 2007; File No. 001-09232)
|
|
10.8*
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 13, 2009; File No. 001-09232)
|
|
10.9*
|
Employment Agreement, dated May 1, 1987, by and between the Company and Jerome Shaw (incorporated by reference to Exhibit 19.02 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 1987; File No. 001-09232)
|
|
10.10*
|
Amendment to Employment Agreement, dated January 3, 1989, by and between the Company and Jerome Shaw (incorporated by reference to Exhibit 10.4(a) to the Company’s Annual Report on Form 10-K for the year ended October 28, 1989; File No. 001-09232)
|
|
10.11*
|
Employment Agreement, dated December 26, 2012, by and between the Company and Ronald Kochman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 28, 2012; File No. 001-09232)
|
|
10.12*
|
Employment Agreement, dated December 24, 2012, by and between the Company and James Whitney Mayhew (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 28, 2012; File No. 001-09232)
|
|
10.13*
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q filed September 9, 2005; File No. 001-09232)
|
|
10.14*
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4(b) to the Company’s Annual Report on Form 10-K filed January 12, 2007; File No. 001-09232)
|
|
10.15* | Employment Agreement, dated October 29, 2013, by and between the Company and Howard Zimmerman. | |
10.16* | Employment Agreement, dated November 25, 2013, by and between the Company and Lori Larson | |
10.17* | Employment Agreement, dated November 25, 2013, by and between the Company and Rhona Driggs | |
10.18*
|
Employment Agreement, dated March 11, 2010 and amended November 25, 2013, by and between Volt Europe Limited and Richard Herring
|
|
10.19*
|
Employment Agreement, dated May 5, 2014, by and between the Company and Sharon H. Stern
|
|
10.20* | Executive Incentive Compensation Plan, effective November 4, 2013. | |
21
|
Subsidiaries of the Registrant
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
|
|
VOLT INFORMATION SCIENCES, INC.
|
||||
Date: March 2, 2015
|
By:
|
/s/ Ronald Kochman
|
||
Ronald Kochman
|
||||
President and Chief Executive Officer
(Principal Executive Officer)
|
||||
Date: March 2, 2015
|
By:
|
/s/ James Whitney Mayhew
|
||
James Whitney Mayhew
|
||||
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
|
BORROWER: | VOLT INFORMATION SCIENCES, INC., | ||
a New York corporation | |||
|
By:
|
/s/ James Whitney | |
Name: | James Whitney | ||
Title: | Senior Vice President and Chief Financial Officer | ||
ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., | ||
as Administrative Agent | |||
|
By:
|
/s/ Angela Latkin | |
Name: | Angela Latkin | ||
Title: | Assistant Vice President | ||
LENDERS: | BANK OF AMERICA, N.A., | ||
as a Lender, L/C Issuer and Swing Line Lender | |||
|
By:
|
/s/ Jana L. Baker | |
Name: | Jana L. Baker | ||
Title: | Senior Vice President | ||
JPMORGAN CHASE BANK, N.A. | |||
|
By:
|
/s/ Philip Mousin | |
Name: | Philip Mousin | ||
Title: | Credit Executive | ||
HSBC BANK USA, NATIONAL ASSOCIATION
|
|||
|
By:
|
/s/ Aidan Spoto | |
Name: | Aidan Spoto | ||
Title: | VP, Relationship Manager | ||
1.
|
Position
|
2.
|
Duties and Responsibilities
|
3.
|
Definition
|
5.
|
Benefits
|
6.
|
At-Will Employment; Termination; Compensation on Termination
|
|
(a)
|
While employed with Volt, you will not directly or indirectly engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to the type of business conducted by Volt, or competes with Volt in any way.
|
|
(b)
|
In those states which will enforce covenants not to compete, for a period of twelve (12) months after the Termination Date (regardless of the reason that your employment terminates), you will not, directly or indirectly, engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to that in which you were engaged during your employment with Volt or which competes with Volt or its subsidiaries, within the geographical area that is co-extensive with the scope of your responsibilities for Volt during the last twelve months of your employment with Volt.
|
|
(c)
|
For the one (1) year period after the Termination Date (and regardless of the reason that your employment terminates), you will not, directly or indirectly, either for yourself or for any other person, firm, company or corporation;
|
|
(1)
|
Call upon, solicit, divert, or take away or attempt to solicit, divert or take away any of the customers, business or patrons of Volt and its subsidiaries; or
|
|
(2)
|
Call upon, solicit or attempt to solicit business from any person, firm, company or corporation that was a prospective customer of Volt or its subsidiaries during the one (1) year period prior to your termination of employment; or
|
|
(3)
|
Hire or employ any employee of Volt and its subsidiaries, nor advise, solicit or encourage any employees of Volt to leave its employ.
|
|
(d)
|
In addition, you agree that you will not at any time during or after the termination of this Agreement, engage in any business which uses as its name, in whole or in part, the name “Volt” or any other name used by Volt during your employment.
|
|
(e)
|
For purposes of Paragraphs 9.1(a), 9.1(b), 9.1(c) and 9.1(d), you will be deemed to be engaged in a business if you participate in such business as proprietor, partner, joint venturer, stockholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if in any way you control such business. However, you will not be deemed a stockholder or lender if you hold less than two percent (2%) of the outstanding equity or debt of any publicly-owned corporation engaged in the same or similar business as that of Volt, provided you are not in a control position with respect to such corporation.
|
|
18. Counterparts and Facsimile Execution
|
Volt Information Sciences, Inc. | |||
By:
|
/s/ Ronald Kochman | ||
Chief Executive Officer
|
|||
/s/ Howard Zimmerman
|
10/30/13 | ||
Employee Name
|
Date
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
1.
|
Position
|
2.
|
Duties and Responsibilities
|
3.
|
Definition
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
4.
|
Compensation
|
4.1
|
Salary
|
4.2
|
Incentive Plan
|
5.
|
Benefits
|
5.1
|
Paid Vacation and Sick Leave
|
5.2
|
Business Expenses
|
6.
|
At-Will Employment; Termination; Compensation on Termination
|
6.1
|
Upon Death
|
6.2
|
Termination Due To Disability
|
|
Volt may terminate your employment because of your disability by delivering at least thirty (30) days’ prior written notice stating the Termination Date. Volt’s decision to terminate shall be based on its reasonable determination that as result of physical or mental illness, you are materially impaired and unable to perform the essential functions of your position, despite reasonable accommodation, for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days (unless a longer period is required by law, in which case the longer period would apply). Such determination shall be based on evidence from a competent health care provider obtained with your cooperation, and shall take into consideration any reasonable accommodation that Volt may provide without undue hardship, and any other considerations required by law.
|
6.3
|
Termination by Volt
|
6.4
|
Resignation
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
6.5
|
Payment of Accrued Salary and Vested Benefits upon Termination or Resignation
|
6.6
|
Severance Benefits In the Event Of Termination without Cause or Resignation for Good Reason
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
7.
|
Representation and Warranties
|
8.
|
Confidential Information
|
9.
|
Restrictive Covenants
|
9.1
|
Covenant Not to Solicit/Compete
|
|
(a)
|
While employed with Volt, you will not directly or indirectly engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to the type of business conducted by Volt, or competes with Volt in any way.
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
|
(b)
|
In those states which will enforce covenants not to compete, for a period of twelve (12) months after the Termination Date (regardless of the reason that your employment terminates), you will not, directly or indirectly, engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to that in which you were engaged during your employment with Volt or which competes with Volt or its subsidiaries, within the geographical area that is co-extensive with the scope of your responsibilities for Volt during the last twelve months of your employment with Volt.
|
|
(c)
|
For the one (1) year period after the Termination Date (and regardless of the reason that your employment terminates), you will not, directly or indirectly, either for yourself or for any other person, firm, company or corporation;
|
|
(1)
|
Call upon, solicit, divert, or take away or attempt to solicit, divert or take away any of the customers, business or patrons of Volt and its subsidiaries; or
|
|
(2)
|
Call upon, solicit or attempt to solicit business from any person, firm, company or corporation that was a prospective customer of Volt or its subsidiaries during the one (1) year period prior to your termination of employment; or
|
|
(3)
|
Hire or employ any employee of Volt and its subsidiaries, nor advise, solicit or encourage any employees of Volt to leave its employ.
|
|
(d)
|
In addition, you agree that you will not at any time during or after the termination of this Agreement, engage in any business which uses as its name, in whole or in part, the name “Volt” or any other name used by Volt during your employment.
|
|
(e)
|
For purposes of Paragraphs 9.1(a), 9.1(b), 9.1(c) and 9.1(d), you will be deemed to be engaged in a business if you participate in such business as proprietor, partner, joint venturer, stockholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if in any way you control such business. However, you will not be deemed a stockholder or lender if you hold less than two percent (2%) of the outstanding equity or debt of any publicly-owned corporation engaged in the same or similar business as that of Volt, provided you are not in a control position with respect to such corporation.
|
9.2
|
Acknowledgement
|
10.
|
Inventions
|
11.
|
Enforcement
|
12.
|
Return of Volt’s Property
|
13.
|
Notices
|
14.
|
Entire Agreement and Choice of Law
|
15.
|
Agreement to Arbitrate Disputes
|
16.
|
Successors and Assigns
|
17.
|
Code Section 409A Omnibus Provision
|
18.
|
Counterparts and Facsimile Execution
|
By: | ||
Chief Executive Officer |
Employee Name | Date |
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
1.
|
Position
|
2.
|
Duties and Responsibilities
|
3.
|
Definition
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
4.
|
Compensation
|
4.1
|
Salary
|
|
You will receive a base salary at the rate of $300,000.00 per year. Your compensation may be reviewed and may be adjusted from time to time at sole discretion of Volt.
|
4.2
|
Incentive Plan
|
|
You shall be eligible to participate in Volt’s Incentive Plan applicable to your position and in effect at the time of your employment or as subsequently modified in Volt’s sole discretion which plan shall be separately communicated to you.
|
5.
|
Benefits
|
5.1
|
Paid Vacation and Sick Leave
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
5.2
|
Business Expenses
|
6.
|
At-Will Employment; Termination; Compensation on Termination
|
6.1
|
Upon Death
|
6.2
|
Termination Due To Disability
|
6.3
|
Termination by Volt
|
|
6.4 Resignation
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
6.5
|
Payment of Accrued Salary and Vested Benefits upon Termination or Resignation
|
6.6
|
Severance Benefits In the Event Of Termination without Cause or Resignation for Good Reason
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
7.
|
Representation and Warranties
|
|
As a condition of your continued employment with Volt, you represent and warrant that you are legally authorized to perform the services contemplated by this Agreement; that you are not a party to any agreement or instrument with any third party which would prohibit you from entering into or performing the services contemplated by this Agreement; and that you have not brought with you to Volt, or use, any confidential information or trade secrets belonging to any prior employer.
|
8.
|
Confidential Information
|
|
You agree that for the period of your employment with Volt and thereafter, you will not, except as required for the performance of your duties with Volt, disclose or use, or enable any third party to disclose or use, any Confidential Information (as defined below) of Volt. You may not take or replicate Confidential Information for your personal benefit or for the benefit of a third party unrelated to Volt, including, but not limited to, saving a copy of Confidential Information on a non-Volt computer, data storage device, zip drive, or otherwise, without Volt’s prior written approval. You further agree that all information, including, without limitation, all Confidential Information, you develop or discover in connection with the performance of your duties is the sole and exclusive property of Volt, and you hereby assign to Volt all of your right, title and interest in and to same. “Confidential Information” means all trade secrets, data and other information relating to the operations of Volt, whether in hard copy, electronic format or communicated orally, that you acquire through your employment with Volt, or that Volt treats as confidential through its policies, procedures and/or practices. Examples of Confidential Information include, but are not limited to: information concerning Volt’s operations, methods, technology, software, developments, inventions, accounting and legal and regulatory affairs; information concerning Volt’s sales, marketing, servicing, bidding, product development and investment activities and strategies; information concerning the identity, addresses, telephone numbers, email addresses, needs, business plans and creditworthiness of Volt’s past, present and prospective customers and clients; information concerning the terms on which Volt provides products and services to such past, present and prospective customers and clients; information concerning Volt’s pricing strategies for its products and services; information concerning Volt’s finances, financing methods, credit and acquisition or disposition plans and strategies; to the extent permitted by law, information concerning the employment and compensation of the employees of Volt; and disclosure of Confidential Information to another employee of Volt other than as required for you and such other Volt employee to perform your duties for Volt. This provision does not restrict you from providing information as required by a court or governmental agency with appropriate jurisdiction; however, in the event you are so required, you agree that you will give Volt immediate written notice of such disclosure requirement in order to allow Volt the opportunity to respond to such request.
|
9.
|
Restrictive Covenants
|
|
You acknowledge that Volt’s relationships with its customers, clients, and employees are extremely valuable and are the result of the investment of substantial time, resources and effort in developing, servicing and maintaining such relationships, and that, during your employment, you will be provided with and/or have access to Confidential Information, including without limitation, confidential and proprietary information concerning such relationships and Volt’s operations. In consideration for your employment and for Volt providing to you such confidential and proprietary information, you agree that while you are employed with Volt, including any notice period, and for one (1) year following the Termination Date, regardless of the reason for termination:
|
9.1
|
Covenant Not to Solicit/Compete
|
|
(a)
|
While employed with Volt, you will not directly or indirectly engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to the type of business conducted by Volt, or competes with Volt in any way.
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
|
(b)
|
In those states which will enforce covenants not to compete, for a period of twelve (12) months after the Termination Date (regardless of the reason that your employment terminates), you will not, directly or indirectly, engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to that in which you were engaged during your employment with Volt or which competes with Volt or its subsidiaries, within the geographical area that is co-extensive with the scope of your responsibilities for Volt during the last twelve months of your employment with Volt.
|
|
(c)
|
For the one (1) year period after the Termination Date (and regardless of the reason that your employment terminates), you will not, directly or indirectly, either for yourself or for any other person, firm, company or corporation;
|
|
(1)
|
Call upon, solicit, divert, or take away or attempt to solicit, divert or take away any of the customers, business or patrons of Volt and its subsidiaries; or
|
|
(2)
|
Call upon, solicit or attempt to solicit business from any person, firm, company or corporation that was a prospective customer of Volt or its subsidiaries during the one (1) year period prior to your termination of employment; or
|
|
(3)
|
Hire or employ any employee of Volt and its subsidiaries, nor advise, solicit or encourage any employees of Volt to leave its employ.
|
|
(d)
|
In addition, you agree that you will not at any time during or after the termination of this Agreement, engage in any business which uses as its name, in whole or in part, the name “Volt” or any other name used by Volt during your employment.
|
|
(e)
|
For purposes of Paragraphs 9.1(a), 9.1(b), 9.1(c) and 9.1(d), you will be deemed to be engaged in a business if you participate in such business as proprietor, partner, joint venturer, stockholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if in any way you control such business. However, you will not be deemed a stockholder or lender if you hold less than two percent (2%) of the outstanding equity or debt of any publicly-owned corporation engaged in the same or similar business as that of Volt, provided you are not in a control position with respect to such corporation.
|
9.2
|
Acknowledgement
|
|
You agree that this Agreement provides special and sufficient consideration for your covenants in this Paragraph 9 and its subparagraphs, and that the restrictions on non-competition and non-solicitation are reasonable in terms of duration, scope and subject matter, and are no more than that which is reasonably required for the protection of Volt’s business and Confidential Information.
|
10.
|
Inventions
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
11.
|
Enforcement
|
12.
|
Return of Volt’s Property
|
13.
|
Notices
|
14.
|
Entire Agreement and Choice of Law
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
15.
|
Agreement to Arbitrate Disputes
|
16.
|
Successors and Assigns
|
17.
|
Code Section 409A Omnibus Provision
|
18.
|
Counterparts and Facsimile Execution
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
By: | ||
Chief Executive Officer |
Employee Name | Date |
Volt Europe | Gatton Place, St. Matthews Road, Redhill, Surrey RH1 1TA, England
tel +44 (0)1737 774100 fax +44 (0)1737 772949
|
VOLT
|
||
www.volteurope.com
|
w o r k f o r c e d e s i g n
|
|
1.
|
Notice period increased to 6 months either side - now reflected in the Employment Agreement.
|
|
2.
|
Calculations for Incentives and Year End Improvement Bonus will incorporate Volt Europe and Volt Asia; the two entities will be calculated separately to each other. This amendment is now reflected in the Employment Agreement.
|
|
3.
|
Your financial interest in The Skills Market is noted and your suggestion to include Sébastien Cobut and Sue Day in any future negotiations with this supplier in order to avoid any potential conflict is accepted.
|
|
4.
|
With reference to calculations for incentive payments “Local and Corporate General and Administration Expenses” is intended to apply to Group Overheads and the line against which incentive compensation will be calculated is the Net Operating Profit/(Loss) line. Please refer to the attached example.
|
Enc:
|
Employment Agreement (dated 03/11/2010)
|
|
Incentives calculation example
|
Volt Europe Limited
Registered in England No. 1739576. Registered Office: As above
|
![]() |
1.
|
Employer
|
|
a)
|
Your employer will be Volt Europe Limited (hereinafter known as ‘the Company’). The Company’s principal place of business is located at Gatton Place, St Matthews Road, Redhill, Surrey, RH1 1TA.
|
2.
|
Place of Work
|
|
a)
|
Your normal place of employment will be at:
|
|
b)
|
However the Company shall be entitled to require you to work, whether on a temporary or permanent basis, at such other places within the United Kingdom as the Company shall from time to time require. In the event of such a requirement, the Company will provide as much notice as possible and will give due regard to the reasonableness of the requirement.
|
|
c)
|
You may also be required to travel both inside and outside the UK for the proper performance of your duties. Travel expenses will be reimbursed subject to necessary authorisation and in accordance with the Company’s Expenses policy.
|
3.
|
Job Title & Job Description
|
|
a)
|
Your job title will be Managing Director and Senior Vice President of Volt Europe & Volt Asia, reporting to Mr Tom Daley, President of Volt Workforce Solutions, or any successor or replacement notified to you from time to time.
|
|
b)
|
Your main duties are outlined in the Job Description attached to the back of this document marked Annex “A”.
|
|
c)
|
The job description does not define absolutely, or limit the work that you may be required to do within the scope of the job title. From time to time, you may be required to carry out other duties and tasks associated with the job and required by the Company or any Associated Company, without additional remuneration, should this be necessary to meet the needs of the business.
|
|
d)
|
In respect of those Companies, including the Company of which you are or become a registered director, you agree that you will:-
|
|
i)
|
conduct yourself at all times in a manner consistent with that required of directors in the relevant jurisdiction, including, but not limited to the requirements of the Companies Act 2006; and
|
|
ii)
|
on the termination of your employment, on whatever basis, complete all forms and do all other things necessary to facilitate the removal of yourself as a director of any of the Companies.
|
4.
|
Flexibility
|
|
a)
|
Because of the changing nature of the business your duties and responsibilities will inevitably vary and develop. The Company reserves the right to require you to undertake any duties which may reasonably be required of you commensurate with your personal capabilities and your job grade in the Company. This may involve a move from one department to another or a change in job title or job description.
|
|
b)
|
The Company may require you (as part of your duties of employment) to perform duties or services not only for the Company but also for any Associated Company where such duties or services are of a similar status to or consistent with your position with the Company. The Company may at its sole discretion assign your employment to any Associated Company on the same terms and conditions as set out, or referred to, in this Agreement
|
03/11/2010
|
Mr R H Herring
|
Page 2 of 22
|
5.
|
Employment Start Date
|
|
a)
|
Your employment in this position commences on 03/12/2010. However your previous employment as Director European Staffing Services will count towards your period of continuous employment and your start date with the Company is therefore recorded as 16/01/2006.
|
6.
|
Probationary Period
|
7.
|
Termination and Notice
|
|
a)
|
Subject to Clause 24, your employment shall continue until terminated by either party giving 6 months’ written notice to the other.
|
|
b)
|
Notwithstanding the periods of notice specified above, the Company may terminate your employment without notice in the event of any serious, persistent and / or gross misconduct.
|
|
c)
|
Should you leave without giving the notice due under this contract, unless this early departure is agreed by management, any holiday pay accrued to that date will be forfeited by virtue of your material breach of contract, and a sum equal to the wages/salary payable during the period of notice will be deducted from any final payment.
|
|
d)
|
Subject to paragraph 24, the Company reserves the right to make payment in lieu of notice which is subject to taxation under HM Revenue & Customs guidelines.
|
|
e)
|
You agree that the Company may at its absolute discretion make a payment or payments (which may, at the Company’s absolute discretion, be paid in instalments) representing salary in lieu of any notice of termination of employment which you or the Company is required to give, subject to any reduction under paragraph 7f) below. For the avoidance of doubt, such payment or payments shall be less deductions for Income Tax and National Insurance contributions and any other deductions required or permitted by law, and shall not include the value of any holiday entitlement which would have accrued to you had you been employed until the expiry of your notice entitlement under paragraph 7a) above. Further, you shall have no entitlement to such payment, or payments unless and until the Company notifies you in writing of its decision to make such payment(s) to you
|
|
f)
|
Where the Company decides to exercise its power under paragraph 7e) to make any such payment(s) to you, then you undertake to take all reasonable and necessary steps to find alternative employment to commence within a period equivalent to the notice period (or where notice has been served, the unexpired period of notice) referred to in paragraph 7a), commencing on the Termination Date as hereinafter defined. The Company may, in its absolute discretion, reduce the amount or amounts of any such payment(s) by such an amount as it shall determine to reflect your actual mitigation, or prospective, or potential to mitigate. For the avoidance of doubt, such reduction may result in the cessation of instalment payments, or you being entitled to no payment
|
|
g)
|
During your notice period, the Company reserves the right to change, curtail or amend your duties or place of work in any way, where it is felt your access to any confidential information, department, customer or supplier is inappropriate.
|
|
h)
|
The Company may request that you remain at home on ‘Garden Leave’ where you will not be required to report for work for day to day activities.
|
03/11/2010
|
Mr R H Herring
|
Page 3 of 22
|
|
i)
|
The Company may, at its absolute discretion, appoint another employee of the Company to carry out some or all of your duties under paragraph 3 of this Agreement during the Garden Leave Period.
|
|
j)
|
During any period of Garden Leave, you will be required to utilise any accrued holiday entitlement owed to you by the Company.
|
|
k)
|
The Company shall continue to pay your basic salary during your Garden Leave (including for the avoidance of doubt, any other contractual entitlements, at the rate which is applicable at the commencement of the Garden Leave Period), and to make available to you during the Garden Leave Period all other benefits to which you are contractually entitled according to the terms of this Agreement.
|
|
I)
|
The Company adheres to statutory legislation with regard to retirement, which is subject to change. It does not offer a contractual retirement age lower than the statutory age of retirement. Employment will terminate automatically when you attain that age unless an extension beyond that date is requested by you and accepted by the Company.
|
8.
|
Working Hours
|
|
a)
|
Your normal office hours are from 09.00 to 18.00 covering a weekly shift of 40 hours Monday to Friday each week. You are entitled to take an unpaid lunch break of 1 hour each day which must be taken between the hours of 12.00 and 14.00 unless prior approval is obtained from your Manager.
|
|
b)
|
You are required to be ready to start work at your normal start time. Punctuality and consistent attendance are regarded as important by the Company and frequent lateness or unauthorised absence will result in the Disciplinary Procedure being invoked.
|
|
c)
|
You may be required to work additional hours, either as and when requested to do so by the Company, or when the proper performance of your work requires. You will not be entitled to additional remuneration for additional hours worked in excess of your normal working hours unless agreed in writing by your Line Manager prior to the hours being worked.
|
|
d)
|
The Company reserves the right to amend your working hours on a temporary or permanent basis as necessary in order to accommodate the needs of the business. Every endeavour will be made by the Company to give you reasonable notice of such changes.
|
|
e)
|
You agree that you will devote the whole of your time and attention to the Company and the Company’s business during Normal Working Hours and to discharge your duties to the best of your ability and use all best efforts to promote the interests of the Company.
|
|
f)
|
The Working Time Regulations 1998 provide that the average working time including overtime should not exceed 48 hours for each 7 day period over the agreed reference period. To the extent that your employment is subject to these regulations, you agree that this limit shall not apply to you. Such agreement to opt out of the 48 hour limit will remain in force indefinitely but may be terminated by you at any time by giving not less than 3 months’ written notice to the Company.
|
|
g)
|
It is also agreed that the agreed reference period (for the purposes of compliance with Working Time Regulations 1998) will be a rolling period of 17 weeks, each starting immediately at the end of a previous period and the first starting on the Employment Start Date shown in Clause 5a) above.
|
9.
|
Salary, Reviews, Expenses, Commission, Bonuses & Deductions
|
|
a)
|
Your basic salary, payable monthly in arrears on or around the penultimate working day of each month, by credit transfer into your own personal or joint bank account, will be at the rate of £189,877 per annum. Should the payment date differ, the Company will endeavour where possible to provide reasonable notice in advance.
|
|
b)
|
The Company reserves the right at its sole discretion to amend the system, method or frequency of payments. In such circumstances, as much notice as is reasonably practicable will be given.
|
03/11/2010
|
Mr R H Herring
|
Page 4 of 22
|
|
c)
|
Your basic salary is subject to review on an annual basis. Any changes in basic salary are entirely at the Company’s discretion and changes in salary are therefore not guaranteed each year.
|
|
d)
|
A day’s salary is calculated a 1/260th of your annual basic salary. This calculation is prorated for part timers according to the hours and days that they work.
|
|
e)
|
Deductions from your monthly salary will be made in respect of Income Tax, National Insurance and other statutory deductions required by law.
|
|
f)
|
You will have access to an incentive plan and bonus opportunity, details of which can be found in Annex D.
|
|
g)
|
Where performance related bonuses are offered as part of the remuneration package, payment is made on an annual basis in arrears. Upon termination of employment, bonus payments will only be made for the last full year worked (i.e., bonus payments will not be pro rated if you leave part way through a year) and provided that objectives have been met.
|
|
h)
|
With reasonable notice and at its sole discretion, the Company reserves the right to review, amend, or replace the Incentive, and / or Bonus schemes.
|
|
i)
|
The Company shall, on receipt of proof of payment acceptable to the Company and in accordance with the Company’s Expenses Policy and subject to prior approval by management, pay or arrange to be paid to you, all reasonable travel, subsistence, hotel and other expenses incurred by you in the performance of your employment.
|
|
j)
|
In circumstances where there has for any reason whatsoever been an overpayment of remuneration, commission, bonus, or other payment in excess of your contractual entitlement, or in the case of expenses, the amount of reimbursement due to you, the Company reserves the right to make a deduction reasonable in the circumstances. Where such a situation arises, the Company will notify you in advance of any such deduction being made as to the frequency and amount(s) of the deduction(s).
|
|
k)
|
You acknowledge that it is a disciplinary offence to knowingly claim for expenses, bonuses or commissions that have not been properly earned for the purposes of the Company’s business, or, are of an inflated value and that such misconduct could result in summary dismissal. You agree that the Company may recover false and / or inflated expenses, bonuses or commission by a deduction from salary or other payment due to you. In the event of there being insufficient funds upon termination of employment, the Company will seek legal redress if necessary.
|
|
I)
|
The Company reserves the right to deduct from your salary or other monies owing to you from the Company including but not limited to: any loan made by the Company to you, the cost of all breakages, damage to and losses of Company property (e.g., mobile phone, laptop, etc) in your possession or control (including the cost of recovering such items); and any other monies you owe to the Company. In the event of there being insufficient funds upon termination of employment, the Company will seek legal redress if necessary.
|
10.
|
Benefits
|
|
a)
|
Details of additional benefits offered to you under this contract of employment are indicated on Annex “B”, the personal benefits statement attached to this document.
|
|
b)
|
Benefits in kind made by the Company may be subject to Income Tax, and if required the Company must declare to HM Revenue & Customs details of any benefits received by staff.
|
|
c)
|
The Company reserves the right and entirely at its own discretion to change providers of its Employee benefit schemes as and when it sees fit.
|
03/11/2010
|
Mr R H Herring
|
Page 5 of 22
|
|
d)
|
The Company reserves the right to suspend any or all Company funded benefits to any Employee who is subject to disciplinary action (until such warning is spent) or to withdraw Company funded benefits to any Employee who is demoted as a result of disciplinary proceedings taken against them.
|
|
e)
|
If a scheme provider (e.g. an insurance company) refuses for any reason (whether under its own interpretation of the terms of the relevant insurance policy or otherwise) to provide the relevant benefit(s) to you under the applicable scheme, the Company shall not be liable to provide, or compensate for the loss of such benefit(s). However, where necessary by law, the Company will seek to find an alternative provider.
|
11.
|
Annual Leave, Public and Bank Holidays
|
|
a)
|
Your Annual Leave entitlement is 25 days.
|
|
b)
|
Annual Leave shall be taken by arrangement, at times convenient to the demands of the business. Dates requested for Annual Leave will be recorded by the Manager. Where a request is declined and you fail to report to work on the day(s) in question, you may find yourself subject to Disciplinary investigation and action. The Company will not accept self certified sickness absence for the days in question and you will be required to provide a doctor’s certificate, at your own expense if necessary.
|
|
c)
|
The Company reserves the right to require that Employees use their Annual Leave during any Company or Client business closure periods (for example Christmas period shutdown).
|
|
d)
|
You are encouraged to use your Annual Leave entitlement during the relevant Annual Leave year. Other than in the event of termination, there is no entitlement to pay in lieu for unused annual leave.
|
|
e)
|
In extenuating circumstances only and with the permission of your Line Manager, up to 3 (three) days Annual Leave may be carried over only whilst it is legally permissible to do so. Carried over leave must be used by 31 March or it is automatically forfeited.
|
|
f)
|
Your Annual Leave entitlement for the 2010 holiday year is recorded as 25 days.
|
|
g)
|
In order for full time staff (or part time staff who work an equal number of hours per day Monday to Friday) to receive payment for Bank Holidays, the Company requires you to be in attendance the working day prior and immediately after the Bank Holiday unless you are absent on previously agreed Annual Leave, or signed off and certified sick by your doctor. Failure to provide a doctor’s certificate within appropriate timescales will automatically negate payment.
|
|
h)
|
Since part time staff who work an unequal number of days or hours have their Bank Holiday entitlement notionally added to their Annual Leave entitlement, they must record their absence on a Bank Holiday (which falls on a day that they would normally be expected to work) as Annual Leave. Further details may be obtained from the Annual Leave Policy which can be found on the Company’s intranet or is available from Human Resources.
|
|
i)
|
The Company reserves the right to require you to work on Statutory Bank Holidays. Should this be the case, you will be given reasonable notice and will either receive pay or time in lieu as agreed in advance with your Manager and provided that such arrangement is in compliance with the law.
|
|
j)
|
If you are absent from work because of sickness, illness or injury for a period of more than two months, you will cease to accumulate the right to contractual Annual Leave from the end of the two month period. You will start to accumulate contractual Annual Leave rights again once you return to work.
|
03/11/2010
|
Mr R H Herring
|
Page 6 of 22
|
|
k)
|
If you fall ill during your pre-booked Annual Leave dates, you will normally be expected to take this as Annual Leave. You will only be credited Annual Leave taken in exceptional cases (e.g. If you have spent a considerable period of your Annual Leave entitlement in hospital and this is accompanied by official medical certificates). Each case is treated on its merits at the discretion of the Company.
|
|
I)
|
If you either commence or terminate your employment during the course of the Annual Leave Year, your entitlement will be calculated as 1/12th of your annual entitlement for each completed month of service during that Annual Leave Year.
|
|
m)
|
Upon termination, you will also receive an allowance for the last month, which is calculated as follows:
|
ACTUAL LEAVING DATE
|
AMOUNT OF LEAVE DUE
|
1st – 6th
|
Nil
|
7th 12th
|
25% of a full month’s allowance
|
13th – 18th
|
50% of a full month’s allowance
|
19th – 24th
|
75% of a full month’s allowance
|
25th – 31st
|
100% of a full month’s allowance
|
|
n)
|
If you have taken more Annual Leave than you are entitled to, a corresponding deduction will be made from your final payment of salary.
|
|
o)
|
The Company reserves the right to require you to take any outstanding Annual Leave entitlement during your notice period.
|
|
p)
|
There is no automatic right which allows you to take outstanding accrued Annual Leave during your notice period, as Annual Leave must always be taken by arrangement, at times convenient to the demands of the business.
|
|
q)
|
During any period of Garden Leave, you will be required to utilise accrued Annual Leave entitlement owed to you by the Company.
|
|
r)
|
Annual leave may not be taken in advance from your entitlement for the following year.
|
12.
|
Absence Reporting, Sickness & Sick Pay
|
|
a)
|
You are expected to attend work during your normal working hours and to achieve punctual and regular attendance.
|
|
b)
|
Permission for absence during working hours (e.g. for medical appointments) must be obtained through your Line Manager or in his/her absence through your Line Manager’s Manager. You are required to give ample notice in advance of your absence unless in the event of medical, family or domestic emergencies. Further details may be obtained from the Authorised Absence Policy which can be found on the Company’s intranet or is available from Human Resources.
|
|
c)
|
In the event of absence for any reason (excluding pre-agreed annual leave) you must inform your Line Manager BEFORE your designated start time of 09.00 on the first day of absence, to advise the nature of your absence or illness and the date that you expect to return to work. Your Line Manager must be kept informed of continued absence on a daily basis until such time as you are able to submit a doctor’s certificate or until you return to work.
|
|
d)
|
Contact with management should be made verbally by you and not by your representative, UNLESS the reason for the absence or sickness is so severe or distressing that you are incapable of doing so. In the event that your immediate Line Manager is unavailable, you should establish contact with Human Resources or with your Line Manager’s Manager.
|
03/11/2010
|
Mr R H Herring
|
Page 7 of 22
|
|
e)
|
The Company may invoke the Disciplinary Procedure against those who fail to notify management in the correct manner regarding any absence and may also bar payment of Company Sick Pay.
|
|
f)
|
Unauthorised absence from work is not acceptable and the Company reserves the right to deduct pay for any unauthorised absence and invoke the Disciplinary Procedure against those who fail to maintain a satisfactory attendance record or who fail to notify management in the correct manner regarding absences.
|
|
g)
|
Company Sick Pay will be at the discretion of management and will not be unreasonably withheld. To qualify, you must have completed your probationary period (normally 6 months), not be under notice of termination, and have complied with the requirements on notification of absence and the provision of medical certificates (see below).
|
|
h)
|
In the event that an Employee is invited to attend a disciplinary investigation or hearing (excluding where such invitation is for the purpose of accompanying another Employee or as a witness to such hearings), an Employee is not eligible to receive Company Sick Pay during the disciplinary process. The Employee will not become eligible to receive Company Sick Pay again until the outcome of such investigation or hearing is known and any subsequent appeal(s) concluded.
|
|
i)
|
Company Sick Pay is not an entitlement, it is a discretionary allowance. Company Sick Pay is based on a rolling 52 week period. An Employee whose allowance to Company Sick Pay has been exhausted during a period of absence cannot re-qualify for further Company Sick Pay during the same period of absence.
|
|
j)
|
In most cases of sickness absence you will continue to be paid full salary (including car allowance where applicable) during your absence as follows:
|
LENGTH OF SERVICE
|
COMPANY PAID SICKNESS ABSENCE
|
During probation
|
Nil
|
During notice
|
Nil
|
6 months but less than 2 years’ service
|
2 weeks
|
More than 2 years’ service
|
3 weeks
|
|
k)
|
Such payment shall be inclusive of any Statutory Sick Pay or other related Company paid State benefit to which you are entitled.
|
|
I)
|
Once Company Sick Pay is exhausted you will no longer receive salary or car allowance where applicable, and instead will receive Statutory Sick Pay only (subject to qualification).
|
|
m)
|
The Company, in its sole discretion may offer those with 2 years’ service or more, up to an additional 9 weeks paid sickness absence in any one rolling year in cases of serious illness or medical condition that require a continuous, prolonged period of absence from work.
|
|
n)
|
Where commissions are payable, you will be paid in accordance with the terms of the relevant Earnings Plan applicable to your role.
|
|
o)
|
Once Company Sick Pay is exhausted, and where performance related bonuses might be payable, such payment will be adjusted to reflect any sickness absence taken during the relevant quarter and which may have impacted upon the full achievement of objectives during the quarter.
|
|
p)
|
While the Company will normally be sympathetic to cases of sickness, illness or accident, prolonged or persistent absence for these causes will be reviewed and appropriate action taken; the Company reserves the right to invoke the Disciplinary Procedure for those Employees with an unacceptable level of sickness absence or on a long term illness, without the need to exhaust maximum Company or Statutory sick pay first. In such circumstances the Company shall not be liable to provide, or compensate for the loss of, any such benefit.
|
|
q)
|
Where there is concern for any Employee’s health and his / her ability to carry out their work, the Company reserves the right to ask that Employee to submit to an independent medical examination, the cost of which will be borne by the Company. The Employee agrees that the results of such examination(s) will be made available to the Company.
|
03/11/2010
|
Mr R H Herring
|
Page 8 of 22
|
|
r)
|
All days of absence through sickness must be covered by a medical certificate. For the first 7 days (including weekends and non work days), a Company self certificate will normally be acceptable. However, in some cases you may be asked to provide a doctor’s certificate within the first 7 days, the cost of which will be borne by you. For illnesses of more than 7 days, a doctor’s certificate must also be produced on the 8th day and weekly thereafter. If you fail to submit a medical certificate within 3 days of it being necessary, you will not receive either Company or Statutory Sick Pay.
|
|
s)
|
Because of the rules relating to the payment of Statutory Sick Pay, it is important that your certificates indicate actual days of sickness even if they are sometimes days when you would not have worked, e.g., weekends and public holidays.
|
13.
|
Sole Employment & Conflict of Interest
|
|
a)
|
You acknowledge that your employment with the Company pursuant to this agreement represents your main or primary employment. If you should be engaged in any other employment, or have any outside business interests (whether inside or outside of normal working hours), you must seek the written permission of your Line Manager to continue. Such permission shall not be unreasonably withheld.
|
|
b)
|
You are not permitted to be involved in any activities which are in direct conflict with, or detrimental to, the Company, its representatives and agents or your own duties as an Employee.
|
|
c)
|
Employees must not, without the written consent of your Line Manager in any way directly or indirectly:
|
|
i)
|
be engaged or employed in, or
|
|
ii)
|
be concerned with (in any capacity whatsoever) or
|
|
iii)
|
provide services to
|
|
d)
|
The Company recognises that from time to time Employees may form personal friendships and in some cases close personal relationships with colleagues, clients, contractors and or suppliers. Whilst the Company does not wish to interfere with these personal relationships, it is necessary for the Company to ensure that all Employees behave in an appropriate and professional manner.
|
|
e)
|
Where it is believed that there is a conflict of interest in any regard (e.g. favouritism, nepotism, impartial reporting lines) the Company reserves the right to change reporting lines and / or transfer either or both Employees to alternative positions or departments according to the availability of such vacancies within the Company at that time. In the event that there are no other suitable vacancies available, and the relationship is deemed to be a potential threat to the business, the Company reserves the right to terminate the employment of either or both Employees.
|
03/11/2010
|
Mr R H Herring
|
Page 9 of 22
|
14.
|
Training
|
|
a)
|
During your employment, you may, from time to time, be required to attend externally provided training courses as deemed necessary by the Company. The Company will pay the cost of such courses however, should you terminate your employment within your probationary period (and any extensions thereof), the Company reserves the right to reclaim reimbursement of 50% of the course fees and / or costs incurred. You agree that unless alternative arrangements have been made, repayment will automatically be deducted from any final salary payments.
|
|
b)
|
The Company has a separate policy in place for those wanting to pursue professional, technical or vocational qualifications in order to benefit themselves and the Company. Further details may be obtained from the Study, Sponsorship and Leave Policy which can be found on the Company’s intranet or is available from Human Resources.
|
15.
|
Working Families
|
16.
|
Grievance Policy & Procedure
|
|
a)
|
From time to time Employees may have problems or concerns about their work, working environment, or working relationships that they wish to raise with someone in the organisation. The Company encourages open communication between Employees and their Line Manager to ensure such problems and concerns can be resolved in the quickest and fairest way possible and at the most appropriate level within the organisation.
|
|
b)
|
Please refer to the Grievance Policy & Procedure and the Appeals Policy for more details- these can be found on the Company’s intranet or are available from Human Resources.
|
|
c)
|
It is important for Employees with a grievance to avail themselves of these policies, as failure to do so may be legally prejudicial to them.
|
17.
|
Disciplinary Policy & Procedure, Appeals Policy
|
|
a)
|
On those occasions when an Employee is suspected of breaking, or has broken a Company rule, or does not observe accepted standards of conduct or work performance, the Disciplinary Policy & Procedure will be applied to ensure that full and proper consideration is given to the situation. The policy and procedure provides a framework to create a climate for good Employee/Employer relationships and to help and encourage individuals to achieve and maintain the required standard of performance and behaviour.
|
|
b)
|
Gross Misconduct is misconduct by the Employee that destroys the working relationship and trust between the Company and Employee, and can lead to summary dismissal without notice. A list of some of the types of offences that are considered by the Company to represent Gross Misconduct can be found in the Disciplinary Policy.
|
|
c)
|
Appeals can be made by an Employee who has received a formal warning or been dismissed from the Company.
|
|
d)
|
Please refer to the Disciplinary Policy & Procedure and the Appeals Policy for more details – these can be found on the Company’s intranet or are available from Human Resources.
|
03/11/2010
|
Mr R H Herring
|
Page 10 of 22
|
18.
|
Equality & Diversity (Equal Opportunities)
|
|
a)
|
The Company recognises the business effectiveness of fostering a positive environment in which all Employees are encouraged to fulfil their career potential based on aptitudes, skills, abilities and job performance.
|
|
b)
|
As a result, the Company is committed to providing an environment of equal opportunities for all Employees and applicants, irrespective of gender, race, colour, ethnic origin, nationality, marital status, parental status, age, disability, sexual orientation, gender reassignment, religion, religious belief, trade union membership or political opinion.
|
|
c)
|
Consequently, the Company will not tolerate, under any circumstances, any form of discriminatory behaviour or action. Please refer to the Equality & Diversity Policy for more details – this can be found on the Company’s intranet or is available from Human Resources.
|
19.
|
Bullying & Harassment
|
|
a)
|
The Company is committed to ensuring that all Employees are treated with dignity and respect at work and to promoting a safe, healthy and fair environment in which people can work. The Company will therefore not tolerate any form of bullying, harassment or victimisation either during work time, at work-related social functions or outside the workplace.
|
|
b)
|
Everyone has the right to work in an environment free from intimidation and harassment and any complaints related to any form of bullying, harassment or victimisation will be thoroughly investigated and if upheld will lead to the Disciplinary Procedure being invoked.
|
|
c)
|
Please refer to the Bullying & Harassment Policy for more details – this can be found on the Company’s intranet or is available from Human Resources.
|
20.
|
Behaviour and Ethics
|
|
a)
|
During your employment you must endeavour to perform duties to the best of your ability and adhere to all rules, lawful instructions, policies and standing orders associated with your employment.
|
|
b)
|
You are expected to act in the best interests of the Company and its Associated Companies at all times. It is expected that unless otherwise prevented by ill health, you will devote your whole time and attention to the Company or its Associated Companies during your working time, and do everything possible to promote, develop and extend its business.
|
|
c)
|
You are expected to demonstrate a positive commitment and loyalty to the Company’s aims, objectives and methods of working, and carry out your duties in such a way as to minimise the Company’s expenditure.
|
|
d)
|
You are expected to abide by the Company’s quality standards as set out in its Quality Assurance framework details of which are available on the Company’s intranet or from the Quality Assurance Manager.
|
|
e)
|
You are expected to display commitment to developing the skills necessary to carry out your work effectively, and use your time effectively to fulfil the Company’s business objectives.
|
|
f)
|
In all cases courtesy and politeness are to be extended to all members of staff and the public.
|
|
g)
|
Employees must at all times comply with working directions and reasonable requests issued by Managers.
|
03/11/2010
|
Mr R H Herring
|
Page 11 of 22
|
|
h)
|
You must not misuse your official position or information acquired in the course of official duties for either your own or others’ gain.
|
|
i)
|
No gambling nor buying or selling of any commodity, borrowing or collection of money may take place on Company premises except with the express authorisation from your Line Manager.
|
21.
|
Health & Safety
|
|
a)
|
The Company has a duty under law to take care of the Employees’ health, safety and welfare at work as well as is reasonably practicable. Employees also have duties in relation to their health and safety (and that of their colleagues or persons) and these are briefly as follows:
|
|
i)
|
the duty to take reasonable care for the Employee’s own safety and that of persons who may be affected by the actions the Employee takes or fails to take;
|
|
ii)
|
the duty to report all accidents involving real or potential injury in the working environment;
|
|
iii)
|
the duty to co-operate with the Company, so far as is necessary to create a safe workplace and working environment;
|
|
iv)
|
the duty to inform the Company of potential hazards the Employee becomes aware of in relation to health, safety and welfare in the working environment;
|
|
v)
|
the duty not to interfere with or misuse anything provided for the Employees’ health, safety or welfare.
|
|
b)
|
Disciplinary action may be taken against any Employee who fails to comply with the Company’s Health & Safety Policy.
|
|
c)
|
Please refer to the Health & Safety Policy for more details – this can be found on the Company’s intranet or is available from Human Resources.
|
22.
|
Security
|
|
a)
|
In the interests of safety and security, the Company reserves the right to perform a reasonable inspection of any person, package, bag or motor car on Company premises. These inspections will be carried out as necessary from time to time and at the direction of a Director and the Employee’s co-operation is requested and appreciated.
|
|
b)
|
If an Employee is selected for search, there is no suspicion implied, merely vigilance. If an Employee refuses an inspection request without an acceptable explanation for refusal the Disciplinary Procedure will be invoked.
|
|
c)
|
Any inspection carried out will respect the Employee’s dignity and will be conducted by a member of management who is the same sex as the Employee. The Employee may choose to be accompanied by a work colleague if they wish whilst the search is conducted.
|
23.
|
Collective Agreements
|
24.
|
Ceasing Employment
|
|
a)
|
The Company may, by notice in writing to you, terminate your employment:
|
|
i)
|
if you are absent from work for any reason, excluding annual and public holidays, for a period or aggregate periods in excess of 13 weeks in any 52 week period. Such termination shall be effected by notice in writing to you on a date not less than 28 days from the end of the last of such period or periods adding up to the 13 weeks;
|
03/11/2010
|
Mr R H Herring
|
Page 12 of 22
|
|
ii)
|
by summary notice if you commit any serious breach, or repeat, or continue after warning, any material breach of your obligations under this agreement, or if you are guilty of gross misconduct or of other conduct tending to bring yourself or the Company or any of its Associated Companies into disrepute;
|
|
iii)
|
by summary notice if you become bankrupt;
|
|
iv)
|
by summary notice if you are convicted of a criminal offence, which in the reasonable opinion of the Company does affect your position as Employee of the Company (bearing in mind the nature of the duties you are engaged in and capacity in which you are employed);
|
|
v)
|
by summary notice if you are barred from holding a directorship in any country in which Volt Europe and Volt Asia does business.
|
|
b)
|
The Company shall not be obliged to provide you with any work during your notice period under this agreement. You agree that provided the Company shall continue to provide you with your salary and, subject to previous indications to the contrary, all other benefits to which you are entitled under this agreement during your notice period, you shall refrain from working for any other person, firm or company UNLESS permission has been previously granted under Clause 13 above.
|
|
c)
|
You shall upon request immediately resign any position or office of the Company, or any other Company, committee or association that you hold by virtue of your employment.
|
|
d)
|
You agree that you will repay, in full, any loans outstanding with the Company. You agree that failure to do so gives the Company the authority to deduct these payments from any final salary payment made to you. In the event of there being insufficient funds the Company will seek legal redress if necessary.
|
25.
|
Personal Property
|
26.
|
Company Property & Confidentiality
|
|
a)
|
To accept responsibility of Company property (e.g., mobile telephones, laptops, etc) in your possession and handled by you in the course of your duties. Loss caused by any failure on your part to exercise due care and attention will be considered a fundamental breach of Company procedure and will be dealt with in accordance with the Company’s Disciplinary Procedure, and may be treated as gross misconduct warranting summary dismissal. You may be charged for the loss or damage to Company property and you agree that any reimbursement due to the Company may be deducted from your salary.
|
|
b)
|
On the termination of your employment, or at the request of the Company at any time during the course of your employment, you will surrender to the Company, all Company property, notes and memoranda of any trade secrets or Confidential Information, including, but not limited to, all lists of clients, accounts, financial documents, correspondence and all other documents, papers and records (including those stored on a computer disc or any other electronic format) which have been prepared by you or have come into your possession or control in the course of your employment with the Company. You acknowledge that failure to surrender any of the above may breach the Data Protection Act 1998 and / or the Conduct of Employment Agencies and Employment Businesses Regulations 2003 which may result in criminal proceedings being brought against you in addition to any other legal or contractual rights the Company may enforce against you in such circumstances.
|
03/11/2010
|
Mr R H Herring
|
Page 13 of 22
|
|
c)
|
You shall not make and / or retain any copies in abstract, summary or précis, of the whole or part of any document, software or information belonging to the Company, or its clients or suppliers, except where expressly authorised to do so, or in the proper performance of your duties.
|
|
d)
|
You agree that upon termination of your employment, all business contact details acquired during your tenure, will remain the property of the Company.
|
|
e)
|
You agree that you will not, either during, or any time after the termination of this agreement disclose or make use of any of the Company’s, or of any Associated Company’s or, client’s trade secrets, or other confidential information.
|
|
i)
|
“Confidential Information” shall include all information and data of a confidential nature, which has been specifically designated as confidential by the Company or which is confidential by its nature, whether in oral, written or electronic form, including but not limited to business, commercial, pricing, marketing, sales, Company owned and developed IT systems, CVs or other candidate information, supplier lists, client lists, performance, processes and any other information, know how, intellectual property and all data bearing media containing or disclosing such information and techniques, the unauthorised disclosure of which would harm, prejudice of embarrass the Company
|
|
ii)
|
Disclosure of same will be considered gross misconduct and will be subject to summary dismissal and I or legal redress.
|
|
f)
|
You agree that on termination of your employment, the Company has the right to review your email and other electronic records to ensure that no Company Confidential Information has been misappropriated. You are aware that any misappropriation or misuse of Company Confidential Information will be considered gross misconduct and will be subject to summary dismissal and / or legal redress, irrespective of any termination notice which may be in effect at the time.
|
|
g)
|
Your obligations to the Company relating to the keeping and use of Confidential Information shall survive your employment contract, and shall continue until the Confidential Information is proven to fall into the public domain other than by breach of the confidentiality clauses above.
|
27.
|
Intellectual Property
|
|
a)
|
All records, documents, papers (including copies and summaries thereof) and other copyright protected works made or acquired by Employees in the course of their employment shall, together with all the worldwide copyright and design rights in all such works, be and at all times remain the absolute property of the Company.
|
|
b)
|
You hereby irrevocably and unconditionally waive all rights granted by Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 (as amended or re-enacted) (and all author’s rights of similar kind conferred by the laws of any jurisdiction) that vest in them (whether before, on or after the date hereof} in connection with their authorship of any copyright works in the course of their employment with the Company, wherever in the world enforceable, including without limitation the right to be identified as the author of any such works and the right not to have any such works subjected to derogatory treatment.
|
|
c)
|
Both you and the Company acknowledge the provision of Sections 39 to 42 of the Patents Act 1977 (as amended or re-enacted) relating to the ownership of Employees’ inventions and the compensation of Employees for certain inventions respectively. If you make any inventions that do not belong to the Company under the Patents Act 1977, but which relate to Company business, you agree that you will forthwith license or assign (as determined by the Company} to the Company your rights in relation to such inventions and will deliver to the Company all documents and other materials relating to them. The Company will pay to you such compensation for the licence or assignment as the Company will determine in its absolute discretion subject to Section 40 of the Patents Act 1977.
|
03/11/2010
|
Mr R H Herring
|
Page 14 of 22
|
|
d)
|
The copyright for all work written by members of the staff of the Company in the course of their employment is vested in the Company. You may not write for publications other than the Company’s journals without first obtaining written permission from a Managing Director of the Company.
|
|
e)
|
The Company may not own the copyright for any of the computer software it uses. It may be provided by suppliers under license and it is an offence under Copyright Law to copy such data without authority, except for legitimate back up purposes. By applying it to unauthorised use or giving software to an outside party, you will be subject to the Company’s disciplinary procedure which could lead to dismissal and possibly criminal charges.
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28.
|
Communications & Information Security
|
|
a)
|
The Company reserves the right to monitor, record and restrict all Employee communications for the purposes of protecting the business interests of the Company and the personal rights of all Employees of the Company. Potentially, this means that any personal calls or e-mails made, sent or received by you within the office will also be subject to the monitoring processes. Please note therefore that should you wish to make any personal calls in confidence and without the possibility of them being monitored or recorded, these should be made either before or after work or during your lunch break using your own personal mobile phone or a public telephone.
|
|
b)
|
You warrant that you will not knowingly engage in any communication, whether by World Wide Web, e-mail, fax, letter, telephone or otherwise, which are inappropriate or which constitute an abuse of the privileges extended by the Company to help you perform your daily role. You acknowledge that any such inappropriate communications could lead to the Disciplinary Procedure being invoked which could result in dismissal depending on the gravity of the offence.
|
|
c)
|
For certain members of staff, Managers, Sales Staff and other key personnel the Company reserves the right and the Employee (if applicable to the Employee because he/she has one of the key positions), consents to the Employee’s private/home telephone numbers being made available to other Employees for the purpose of the Company’s business use. The Employee (where applicable) consents to the telephone number appearing on the Company’s data network and being used for the purpose of communicating with the Employee at reasonable times outside of normal office hours. The Company will endeavour to protect unauthorised access to such personal data.
|
|
d)
|
You agree that you will not make defamatory comments, whether directly or indirectly, about the Company, its business, management style, clients or Employees via personal blog, e-mail, verbally or by any other means of communication, whether inside or outside of normal working hours. You acknowledge that any such inappropriate communication could lead to the Disciplinary Procedure being invoked which could result in dismissal depending on the gravity of the offence.
|
|
e)
|
The Company understands and accepts the potential business opportunities available via networking sites such as Linked-In, Xing, Plaxo and Viadeo. To the extent that Employees have access to such sites via the Company’s computer systems, the Company authorises Employees to use such sites only to the extent that it is beneficial to the Company. In order to protect the Company’s justifiable interests, the Employee agrees and undertakes to disclose the details of any access or use they make of such websites as a business tool at the point of creation and in any event at any point on the request of the Company. The Employee further agrees and undertakes to ensure that no information of a confidential or proprietary nature regarding the Company or the Company’s clients, suppliers or contractors is placed on or accessible via any networking site. On leaving the Company, the Employee agrees to provide proof that any personal profile on any networking site has been updated to remove reference to Volt or any Volt information, save always that the Employee is at liberty to state that they have been previously employed by the Company. The provisions of this clause shall survive termination of this contract by whatever means.
|
|
f)
|
All Employees must comply with the Company’s Information Technology Policy and other security policies, which may be updated from time to time. Details can be found on the Company’s intranet or are available from the IT Department.
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03/11/2010
|
Mr R H Herring
|
Page 15 of 22
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e)
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You are required to familiarise yourself with the basics of the Computer Misuse Act 1990, which covers three main points:
|
|
i)
|
No employee may exceed his/her authority. Under this provision, any user who has access to a computer system but intentionally exceeds that authority is committing a criminal offence.
|
|
ii)
|
No employee may gain unauthorised access to a computer with intent to commit a crime (referenced as “hacking”). In the event you have a legitimate need to access a system to which you do not currently have access, please discuss your requirements with your Line Manager.
|
|
iii)
|
Unauthorised modification of computer information is not allowed. This includes the introduction of viruses onto a computer
|
29.
|
Data Protection & Personal Data
|
|
a)
|
By signing the contract of employment Employees consent to the Company or any of its Associated Companies holding and processing, both electronically and manually, the data it collects relating to the Employee in the course of their employment, for the purpose of the Company’s administration and management of its Employees and its business and for compliance with applicable procedures, laws and regulations.
|
|
b)
|
Employees also consent to the transfer, storage and processing of such data outside the European Economic Area, in particular to the United States of America and where necessary any other country in which the Company or its Group or Associated Companies have offices or conduct business.
|
|
c)
|
The personal information which the Company holds on you will be checked with you from time to time to ensure that it remains up to date and accurate. Should your personal circumstances change, you must notify the Human Resources Department immediately.
|
|
d)
|
Personal information is held and maintained under the provisions of the Data Protection Act.
|
30.
|
Force Majeure
|
31.
|
Receipt of Payments and Benefits from Third Parties
|
32.
|
Variation of Terms
|
|
a)
|
Any changes to the terms and conditions of your employment will be notified to you in writing within a minimum of 4 (four) weeks of any change.
|
|
b)
|
It is a condition of employment that Employees should observe all the rules, regulations, policies, procedures and conditions of service in force in the Company. From time to time these will be reviewed and varied and it is a condition of your employment to keep up to date with changes as they occur.
|
03/11/2010
|
Mr R H Herring
|
Page 16 of 22
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Signed on behalf of
Volt Europe Limited
|
I, Richard Herring, accept the terms and conditions of employment set out above.
|
||
/s/ Tom Daley
|
/s/ Richard Herring
|
||
TOM DALEY
PRESIDENT, VOLT WORKFORCE SOLUTIONS
|
|||
Date : 03 November 2010
|
Date : 3/11/10
|
Attached :
|
1. Annex A – Job Description – To Follow
|
|
2. Annex B – Benefits Statement
|
|
3.. Annex C – Restrictions on Termination (signature required)
|
|
4. Annex D – Incentive Plan & Bonus Opportunity
|
03/11/2010
|
Mr R H Herring
|
Page 17 of 22
|
|
•
|
part time staff according to the hours and days they work
|
|
•
|
periods of employment before statutory entitlements commence and finish
|
03/11/2010
|
Mr R H Herring
|
Page 18 of 22
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*
|
Where receipt of a benefit is subject to satisfactory completion of your probationary period, please note that Human Resources will provide you with the necessary application forms once your employment has been confirmed.
|
*
|
Please note that benefits in kind made by the Company may be subject to tax, and if required the Company must declare to HM Revenue & Customs details of any benefits received by staff.
|
*
|
The Company reserves the right and entirely at its own discretion to change providers of its Employee benefit schemes as and when it sees fit.
|
*
|
The Company reserves the right to suspend any or all Company funded benefits to any Employee who is subject to disciplinary action (until such warning is spent) and to withdraw any or all Company funded benefits to any Employee who is demoted as a result of disciplinary action taken against them.
|
03/11/2010
|
Mr R H Herring
|
Page 19 of 22
|
1.
|
Confidentiality
|
|
1.1.
|
The restrictions contained within Clause 26 of the Terms and Conditions of Employment remain in effect for five years after the termination of your employment with the Company.
|
2.
|
Non-Poaching
|
|
2.1.
|
For a period of twelve months following the termination of your contract, you will not directly solicit, approach or entice any individual, who was an Employee of the Company at the date of the termination of your employment, to leave the Company’s employment, nor will you offer employment to or engage or use the services of any such Employee. For the avoidance of doubt, this clause does not seek to restrict any contact between yourself and a current Employee, which is initiated by the Company’s current Employee.
|
|
2.2.
|
In the event that the Company elects to require you to observe a period of Garden Leave, the twelve month restriction in Clause 2.1 will be reduced by the length of your Garden Leave.
|
3.
|
Non-Solicitation
|
|
3.1.
|
For a period of twelve months following the termination of your contract, you will not, whether on your own account or on behalf of any person, business entity, company or other organisation, whether as a director, principal, employee, partner, agent or consultant, directly solicit the custom of any person, business entity, company or other organisation, who during the 6 months immediately preceding the date of termination or where a Garden Leave period has been observed, the 6 months immediately preceding your last day in the office:
|
|
3.1.1.
|
was a client of the Company with whom you had personal dealings or contact in the performance of your duties with the Company;
|
|
3.1.2.
|
was a client of the Company with whom Employees within your team have had personal dealings or contact on behalf of the Company;
|
|
3.1.3.
|
was a person, business entity, company or other organisation with whom you had material, regular contact or a series of dealings with a view to that person, business entity, company or other organisation becoming a client of the Company.
|
|
3.2.
|
In the event that the Company elects to require you to observe a period of Garden Leave, the twelve month restriction in Clause 3.1 will be reduced by the length of your Garden Leave.
|
Signed:
|
/s/ Richard Herring
|
Date:
|
3/11/10
|
03/11/2010
|
Mr R H Herring
|
Page 20 of 22
|
1.
|
Incentives shall be earned from the Net Operating Profit (hereinafter defined) reported on the consolidated Management Accounts, attributable to each and every subsidiary/ division/segment/department over which Employee maintains managerial responsibility (hereinafter “Employee’s Division” or “Volt Europe & Volt Asia”) during each Company fiscal quarter (hereinafter referred to as “Sales”). Subsidiaries/divisions/segments/departments may be subject to change and modification from time to time, but only in writing by an officer of the Company to whom Employee reports, at the Company’s sole discretion, pursuant to the Incentive Plan (hereinafter “Incentives”), according to the following Incentive Plan formula:
|
2.
|
Net Operating Profit may be either a positive or negative amount to be added or subtracted in the consolidated Management Accounts for Volt Europe and Volt Asia. Aggregate Net Operating Profit losses shall carry forward in the computations from the first to the second fiscal quarter and the third to the fourth fiscal quarter, for purposes of determining the aggregate Incentives to which Employee is entitled for the second and forth fiscal quarters.
|
3.
|
Employee shall be eligible to earn Incentives beginning with the first full fiscal month following the effective date of this Agreement and shall be paid through and for the last full fiscal quarter actually worked by Employee prior to Employee’s employment termination from the Company. Incentive payments for the first three fiscal quarters of the Company’s fiscal year shall be paid to Employee approximately forty-five (45) days following the close of the fiscal quarter and for the fourth fiscal quarter approximately ninety (90) days after the close of the fiscal year.
|
1.
|
Employee shall be eligible to earn an Improvement Bonus pursuant to this section, based upon the increase of the aggregate Net Operating Profit for all subsidiaries/divisions/segments/departments in Volt Europe and Volt Asia for the Company’s fiscal year for the period over which Employee maintains managerial responsibility, as compared with that of the immediately preceding Company Fiscal Year for the same subsidiaries/divisions/segments/departments. For purposes of determining the Improvement Bonus, the Company Fiscal Year Net Operating Profit for Volt Europe and for Volt Asia shall be comprised of the aggregate monthly Net Operating Profits for each and every subsidiary/division/segment/department for the period over which Employee maintains managerial reporting responsibility during the Current Company Fiscal Year, as compared with the immediately preceding Company Fiscal Year for the same subsidiaries/divisions/segments/departments.
|
03/11/2010
|
Mr R H Herring
|
Page 21 of 22
|
2.
|
If the current Company fiscal year aggregate Net Operating Profit for all subsidiaries/divisions/segments/departments in Volt Europe and Volt Asia for the time period that Employee maintains managerial responsibilities is both (a) a positive number, and (b) exceeds the aggregate Net Operating Profit for the same subsidiaries/divisions/segments/departments compared with the same time period from the preceding Company fiscal year by more than five percent (5%), then Employee shall be entitled to two percent (2%} of the aggregate Net Operating Profit improvement (hereinafter “Improvement Bonus” or “Bonus”), according to the following Improvement Bonus Plan step formula:
|
03/11/2010
|
Mr R H Herring
|
Page 22 of 22
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
1.
|
Position
|
2.
|
Duties and Responsibilities
|
3.
|
Definition
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
4.
|
Compensation
|
4.1
|
Salary
|
4.2
|
Incentive Plan
|
4.3
|
Long Term Incentive Award
|
5.
|
Benefits
|
5.1
|
Paid Vacation and Sick Leave
|
5.2
|
Business Expenses
|
6.
|
At-Will Employment; Termination; Compensation on Termination
|
6.1
|
Upon Death
|
6.2
|
Termination Due To Disability
|
6.3
|
Termination by Volt
|
6.4
|
Resignation
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
6.5
|
Payment of Accrued Salary and Vested Benefits upon Termination or Resignation
|
6.6
|
Severance Benefits In the Event Of Termination without Cause or Resignation for Good Reason
|
7.
|
Representation and Warranties
|
8.
|
Confidential Information
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
9.
|
Restrictive Covenants
|
9.1
|
Covenant Not to Solicit/Compete
|
|
(a)
|
While employed with Volt, you will not directly or indirectly engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to the type of business conducted by Volt, or competes with Volt in any way.
|
|
(b)
|
In those states which will enforce covenants not to compete, for a period of six (6) months after the Termination Date (regardless of the reason that your employment terminates), you will not, directly or indirectly, engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to that in which you were engaged during your employment with Volt or which competes with Volt or its subsidiaries, within the geographical area that is co-extensive with the scope of your responsibilities for Volt during the last twelve months of your employment with Volt.
|
|
(c)
|
For six (6) months after the Termination Date (and regardless of the reason that your employment terminates), you will not, directly or indirectly, either for yourself or for any other person, firm, company or corporation;
|
|
(1)
|
Solicit or accept in competition with Volt the business of any existing or prospective client or customer of Volt or its subsidiaries with who you had Material Contact during your employment with Volt. For purposes of this Agreement, “Material Contact” means, during your employment with Volt, personal contact or the supervision of the efforts of those who had personal contact with an existing or prospective client or customer in an effort to create, expand or further a business relationship between the Company and such existing or prospective client or customer; or
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
|
(2)
|
Hire or employ any employee of Volt and its subsidiaries, nor advise, solicit or encourage any employees of Volt to leave its employ.
|
|
(d)
|
In addition, you agree that you will not at any time during or after the termination of this Agreement, engage in any business which uses as its name, in whole or in part, the name “Volt” or any other name used by Volt during your employment.
|
|
(e)
|
For purposes of Paragraphs 9.1(a), 9.1(b), 9.1(c) and 9.1(d), you will be deemed to be engaged in a business if you participate in such business as proprietor, partner, joint venturer, stockholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if in any way you control such business. However, you will not be deemed a stockholder or lender if you hold less than two percent (2%) of the outstanding equity or debt of any publicly-owned corporation engaged in the same or similar business as that of Volt, provided you are not in a control position with respect to such corporation.
|
9.2
|
Acknowledgement
|
10.
|
Inventions
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
11.
|
Enforcement
|
12.
|
Return of Volt’s Property
|
13.
|
Attorney Obligations
|
14.
|
Notices
|
15.
|
Entire Agreement and Choice of Law
|
16.
|
Agreement to Arbitrate Disputes
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
17.
|
Successors and Assigns
|
18.
|
Code Section 409A Omnibus Provision
|
19.
|
Counterparts and Facsimile Execution
|
![]() |
Volt Information Sciences, Inc. |
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
|
By: | ||
Chief Executive Officer |
Employee Name | Date |
Volt Information Sciences, Inc. | Effective Date: November 4, 2013 |
1.
|
Purpose of the Incentive Plan: The Plan is a component of the Company’s overall strategy to pay its employees for performance. The purposes of the Plan are to: (i) attract, reward and retain top performing employees; (ii) motivate employees by tying compensation to the Company’s performance and (iii) reward exceptional individual performance that supports the Company’s overall objectives
|
2.
|
Eligibility: Employees who may be eligible to participate in the Incentive Plan shall be selected at the sole discretion of the Compensation Committee of the Company.
|
3.
|
Incentive Award: Incentive award amounts are outlined in Exhibit A and dependent upon the Employee’s achievement level of the performance measurements outlined in Exhibit A (“Performance Metrics”). Employee will receive each fiscal quarter an incentive award amount if Employee fully achieves the performance metrics outlined in Exhibit A. However, no incentive award will be granted if the achievement level of the performance metric falls below those performance metrics. At the conclusion of the fiscal year, Employee can achieve an additional incentive amount dependent upon the overall financial performance of Volt Management Corp. and Employee’s achievement level of the operational goals. The additional incentive amounts are outlined in Exhibit A.
|
4.
|
Performance Metrics: Employee shall earn an incentive award based upon the Company’s financial results and operational objectives outlined in Exhibit A and reported by the Company at the end of the fiscal year.
|
5.
|
Section 409A Compliance: This Incentive Plan shall be administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Code §409A).
|
6.
|
Definitions: Except as set forth below, capitalized terms will have the meanings set forth in the Incentive Plan.
|
2013 Volt Information Sciences, Inc. All rights reserved. Proprietary & Confidential | Page 2 |
2013 Volt Information Sciences, Inc. All rights reserved. Proprietary & Confidential | Page 3 |
/s/ Ronald Kochman | |
Ronald Kochman | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
/s/ James Whitney Mayhew | |
James Whitney Mayhew | |
Chief Financial Officer | |
(Principal Financial Officer) |
/s/ Ronald Kochman | |
Ronald Kochman | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
/s/ James Whitney Mayhew | |
James Whitney Mayhew | |
Chief Financial Officer | |
(Principal Financial Officer) |