UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 25, 2015
VOLT INFORMATION SCIENCES, INC.
(Exact Name of Registrant as
Specified in Its Charter)
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New York |
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001-9232 |
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13-5658129 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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1065 Avenue of the 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) |
(212) 704-2400
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(Former Name or Former Address, if
Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2015, Ronald Kochman resigned from his position as President and Chief Executive Officer of Volt Information Sciences, Inc. (the “Company”), and from his position as a member of the Company’s Board of Directors (the “Board”).
On June 25, 2015, the Company appointed Michael Dean to the position of Interim President and Chief Executive Officer. Mr. Dean, age 51, was Chief Executive Officer of Nature’s Sunshine Products, Inc. from July 2010 until March 2013. He also served as a director on its board from May 2009 until March 2013 and as a member of its audit committee from June 2009 until March 2010. From 2003 to 2010, Mr. Dean was Chief Executive Officer of Mediaur Technologies, Inc., a privately-held satellite technology company that provides proprietary antenna system solutions for commercial and government applications. Before Mediaur, Mr. Dean was Executive Vice President of ABC Cable Networks Group, a multi-billion dollar global division of The Walt Disney Company. Before Disney, Mr. Dean was a strategy consultant with Bain & Company. He holds an MBA from the Harvard Business School.
There are no family relationships between Mr. Dean and any other director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On June 25, 2015, the Company entered into a separation agreement with Mr. Kochman (the “Separation Agreement”), and entered into an employment agreement with Mr. Dean (the “Employment Agreement”).
Kochman Separation Agreement
Pursuant to the Separation Agreement, Mr. Kochman resigned from all positions he held with the Company and its subsidiaries and affiliates. The Separation Agreement entitles Mr. Kochman to receive certain payments and benefits provided for in his employment agreement dated December 26, 2012 and in recognition of his service with the Company. Pursuant to the severance provisions contained in his employment agreement, Mr. Kochman will continue to be paid his base salary for 24 months and will be reimbursed for the premiums he pays to obtain continued medical coverage for 24 months.
Mr. Kochman will also receive $479,167 in satisfaction of the severance payment he was eligible to receive under his employment agreement. Mr. Kochman will also receive $270,000 in cash and accelerated vesting of 40,000 shares of Company common stock in respect of his Long Term Incentive awards granted to him for fiscal 2013 and 2014, and will also be permitted to exercise his vested stock options for a period of 18 months following the date of his resignation.
Mr. Kochman remains subject to his existing restrictive covenants, including a covenant not to compete for 12 months following the date of his resignation. All of the foregoing payments and benefits are subject to Mr. Kochman’s execution of a valid release of claims against the Company and his continued compliance with the terms of his restrictive covenants.
The foregoing discussion of the Separation Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is attached to the Report as Exhibit 10.1.
Dean Employment Agreement
Pursuant to the Employment Agreement, Mr. Dean will be compensated for his role as Interim President and Chief Executive Officer of the Company, in addition to the compensation he is entitled to receive in his capacity as a member of the Board. However, while Mr. Dean is employed as the Interim President and Chief Executive Officer, he will not receive payment of the additional retainer that he would have otherwise been entitled to in his capacity as non-executive Chairman of the Board.
Mr. Dean’s cash compensation consists of salary payments in the amount of $66,666 per month. As part of Mr. Dean’s compensation, he received 100,000 options to acquire shares of Company common stock at a per share exercise price of $9.28 and 42,000 restricted stock units, each with a grant date of June 29, 2015. The stock options will vest ratably on the first day of each month for six months, beginning on August 1, 2015, provided Mr. Dean remains employed on each of those dates. The restricted stock units will become fully vested on the six month anniversary of the grant date, provided he remains employed by the Company on such date. However, if (i) there is a change in control of the Company or (ii) his position as Interim President and Chief Executive Officer is terminated as a result of a successor Chief Executive Officer being approved by the Board, all of Mr. Dean’s unvested stock options and restricted stock units will fully vest. If his employment terminates for any reason, Mr. Dean has agreed not to compete with the Company for a period of time following his termination date. The duration of the post-employment non-competition period ranges from zero to twelve months, depending on the duration of Mr. Dean’s employment.
The foregoing discussion of the Employment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is attached to the Report as Exhibit 10.2.
Non-Executive Director Annual Compensation Plan
On June 25, 2015, the Board approved compensation arrangements (the “Director Compensation Plan”) for its non-executive directors (each, a “Non-Executive Director”) and implemented share ownership guidelines for its Non-Executive Directors. Pursuant to the Director Compensation Plan, each Non-Executive Director receives an annual retainer of $60,000, to be paid retroactively based on the Non-Executive Director’s date of appointment, and to continue until the date of the next annual meeting. Any Non-Executive Director who serves as Chair on one of our committees will receive an additional annual retainer payment, ranging from $10,000 to $20,000, depending on the position held. In addition, any Non-Executive Director who also serves as a member of any committee (in a role other than Chair) will receive an additional payment of $5,000, provided that each Non-Executive Director is only eligible to receive one $5,000 payment per year. Additionally, each Non-Executive Director will receive an annual grant of Company restricted shares, with a grant date value equal to $75,000, with the first such annual grant having a grant date of June 29, 2015.
On June 29, 2015, each Non-Executive Director (other than Mr. Dean) also received a one-time fully vested grant of options to acquire 36,675 shares of Company common stock, with a per share exercise price equal to $9.28 (the “One-Time Option Grant.”)
Mr. Dean will continue to be compensated as a Non-Executive Director in accordance with the Director Compensation Plan, except that payment of the $60,000 additional retainer that he would have otherwise been entitled to as Chairman of the Board will be suspended while he is employed as Interim President and Chief Executive Officer of the Company, and will remain suspended if he becomes employed as Chief Executive Officer of the Company. In lieu of the One-Time Option Grant, on June 29, 2015, Mr. Dean received a one-time grant of 16,164 Company restricted shares.
Our share ownership guidelines require that the Non-Executive Directors each hold shares of Company common stock (including shares underlying any vested and unvested options) with a value equal to at least $300,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Separation Agreement dated June 25, 2015, execution completed on June 25, 2015 between the Company and Ronald Kochman.
10.2 Employment Agreement, dated June 25, 2015, execution completed on June 25, 2015 between the Company and Michael Dean.
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VOLT INFORMATION SCIENCES, INC. | |
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Date: July 1, 2015 |
By: |
/s/ Sharon H. Stern |
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Name: Sharon H. Stern Title: Senior Vice President, Legal Affairs |
Exhibit 10.1
Execution Version
SEPARATION AGREEMENT
Volt Information Sciences, Inc., a New York corporation (the “Company”), and Ronald Kochman (“Executive”), have entered into this Separation Agreement (this “Separation Agreement”) as of June 25, 2015.
RECITALS
A. Executive and the Company previously entered into a letter agreement, dated as of December 26, 2012 (the “Letter Agreement”).
B. The parties desire to enter into this Separation Agreement in order to (i) establish the terms of Executive’s separation from service with the Company, (ii) confirm the payments and benefits to which Executive is entitled under the Letter Agreement as a result of Executive’s separation from service with the Company, and (iii) confirm Executive’s obligations to the Company pursuant to the Letter Agreement following Executive’s separation from service with the Company.
NOW THEREFORE, in consideration of the mutual promises contained in this Separation Agreement, the parties agree as follows:
1. Termination of Employment.
(a) Effective as of 11:59 pm, Eastern Time, on June 25, 2015, Executive hereby resigns as the Chief Executive Officer of the Company, and will promptly execute such documents and take such actions as may be necessary or reasonably requested by the Company to effect or memorialize the resignation of such position, at which time Executive’s employment with the Company will terminate (the “Termination Date”). As of the Termination Date, Executive will resign all positions Executive holds as an officer, director, employee, trustee, or committee member of the Company and its subsidiaries and affiliates. Executive will promptly execute such documents and take such actions as may be necessary or reasonably requested by the Company to effect or memorialize the resignation of such positions. Executive’s resignation as of the Termination Date will be considered a termination for Good Reason (as such term is defined in the Letter Agreement).
(b) Executive’s termination pursuant to Section 1(a) will be a “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and official guidance issued thereunder, (“Section 409A”), a (“Separation From Service”).
2. Payments and Other Consideration. The Executive will be entitled to receive the accrued payments and benefits contemplated by Section 6.5 of the Letter Agreement in accordance with the terms of the Letter Agreement (the “Accrued Obligations”). In addition, subject to Executive’s compliance with the terms and conditions of the Letter Agreement, Executive is also entitled to receive:
(a) in full satisfaction of any bonus amount contemplated in Section 6.6(b) of the Letter Agreement, payment of an amount equal to $479,167.00, to be paid in a lump sum on the first payday that occurs after the Effective Date specified in the Release (as defined in Section 3 hereof); provided, that, the Company shall have the right to seek the repayment of any amount paid pursuant to this Section 2(a) if Executive fails to comply with the provisions of Sections 8 or 9 of the Letter Agreement;
(b) an aggregate cash amount equal to $1,150,000 in respect of severance pay, representing payment of 24 months of Executive’s current monthly base salary. Such aggregate amount will be divided into equal monthly portions and payable in accordance with the Company’s regular pay practices commencing on the first payday that occurs following the six-month anniversary of the Termination Date (the “Deferred Payment Date”), with such payments continuing for a period of 24 months from the Deferred Payment Date. If at any time Executive fails to comply with Sections 8 or 9 of the Letter Agreement, any remaining installments payable pursuant to this Section 2(b) shall cease;
(c) long term incentives of $90,000 for Fiscal Year 2013, plus $180,000 for Fiscal Year 2014 earned under Sections 4.4 and 4.5 of the Letter Agreement, which shall be paid in a lump sum on the first payday that occurs after the Effective Date of the Release; provided, that, the Company shall have the right to seek the repayment of any amount paid pursuant to this Section 2(c) if Executive fails to comply with the provisions of Sections 7 or 8 of this Separation Agreement;
(d) the vesting of 13,333 shares of Volt common stock for Fiscal Year 2013, and the vesting of 26,667 shares of Volt common stock for Fiscal Year 2014 earned under Sections 4.4 and 4.5 of the Letter Agreement, which shares shall become vested in full on the Effective Date of the Release, provided that the Release becomes effective and is not revoked;
(e) in respect of the medical benefits, and consistent with Section 6.6 of the Letter Agreement, the Company will provide Executive with such medical benefits in which he participates on the Termination Date, or their equivalent, provided that such benefits may, at the Company’s option, be provided through reimbursement of the premiums Executive incurs to continue coverage under the Company’s medical plans in effect on the Termination Date pursuant to COBRA (the “COBRA Premium Amount”), or the cost that he incurs to obtain such benefits through other means in an amount not to exceed the COBRA Premium Amount, in either case until the 24-month anniversary of the Termination Date;
(f) Notwithstanding anything to the contrary in the Non-Qualified Stock Option Agreements (the “Option Agreements”), Executive will become fully vested in his outstanding stock option awards listed on Exhibit B (the “Options”) on the Effective Date of the Release, provided that the Release becomes
effective within 60 calendar days following the Termination Date and provided Executive is in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, as of the Effective Date of the Release. The Company acknowledges that such Options were granted by the Board to Executive on the dates referenced in Exhibit B. Notwithstanding anything to the contrary in the Option Agreements, Executive will have until the 18-month anniversary of the Termination Date to exercise any outstanding options to acquire shares of the Company’s common stock (the “Post-Termination Exercise Period”), and any outstanding, unexercised options will be cancelled for no consideration therefor at the end of the Post-Termination Exercise Period. If Executive is not in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, at any time during the Post-Termination Exercise Period, any outstanding, unexercised options will be cancelled for no consideration therefor at such time. Such Options shall be exercised pursuant to the Notice of Exercise in the form attached hereto as Exhibit C;
(g) Executive shall be reimbursed for his attorney’s fees in an amount not to exceed $10,000 in connection with review and negotiation of this Separation Agreement, which reimbursement shall be paid no earlier than the Effective Date of the Release and no later than 30 days after a written invoice is submitted to the Company, provided that Executive is in full compliance with the terms and conditions of this Separation Agreement, including but not limited to Sections 7 and 8 hereof, at the time for such reimbursement,
in each case paid or provided as set forth in, and subject to the terms and conditions of, the Letter Agreement, but subject in all events to Section 16 of the Letter Agreement.
The benefits provided for under Section 2(a)-(g) herein are collectively referred to as the Severance Benefits (the “Severance Benefits”). Payment of the Severance Benefits will be in complete satisfaction of any and all compensation, severance or other benefits otherwise due to Executive upon termination of employment (including, but not limited to, any amounts otherwise payable under Section 6.6 of the Letter Agreement).
3. General Release Agreement. As contemplated by the Letter Agreement, as a condition to the receipt of the Severance Benefits, Executive must first execute and deliver to the Company (and, if applicable, not revoke) the General Release Agreement attached hereto as Exhibit A (the “Release”), which Release will constitute a part of this Separation Agreement.
4. Affirmations. Executive affirms that Executive has not filed or caused to be filed, and is not presently a party to any claim, complaint or action against the Company or any of its subsidiaries or affiliates in any forum. Executive also affirms that Executive has no known workplace injuries or occupational diseases, and has been provided and has not been denied any leave requested under the Family and Medical Leave Act.
Executive disclaims and waives any right of reinstatement with the Company or any of its subsidiaries or affiliates.
5. Benefits. Executive will cease participating in all Company health benefit coverage and other benefit coverage in accordance with applicable plan documents, effective upon the Termination Date or such other date as provided in such plan documents. Executive acknowledges that the Company has advised Executive that, pursuant to COBRA, Executive has a right to elect continued coverage under the Company’s group health plan for a period of 18 months, or such longer period as permitted under applicable law, from the Termination Date.
6. Restrictive Covenants. Executive acknowledges and agrees that any and all of Executive’s obligations and restrictive covenants contained in the Letter Agreement (including, but not limited to, Sections 8, 9 and 12 thereof) will continue in effect in accordance with the terms and conditions thereof.
7. Non-Disparagement. From and after the Termination Date, the Executive shall not make any negative, disparaging, detrimental or derogatory remarks or statements (written, oral, telephonic, electronic, or by any other method) about the Company or its subsidiaries or any of their respective owners, partners, managers, directors, officers, employees or agents, including, without limitation, any remarks or statements that could be reasonably expected to adversely affect in any manner (i) the conduct of the Company’s or its subsidiaries’ businesses or (ii) the business reputation or relationships of the Company or its subsidiaries and/or any of their past or present officers, directors, agents, employees, attorneys, successors and assigns. Similarly, from and after the Termination Date, the board of directors of the Company and senior management of the Company shall not make any such statements about the Executive. This Section will not apply to prevent Executive or the Company from providing truthful testimony required by law, such as in response to a governmental request or subpoena, nor shall it limit either party from complying with accounting, reporting or disclosure obligations. Furthermore, if either party breaches its obligations in Section 7, the other party may truthfully respond.
8. Cooperation. Executive will reasonably cooperate to provide support and other services to the Company during the 60 day period following the Termination Date to assist the interim Chief Executive Officer in transitioning to the Company. Further, Executive will reasonably cooperate with the Company and with the Company’s legal counsel in connection with any present and future (actual or threatened) litigation, administrative proceeding or investigation involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company, and with respect to which the Executive has pertinent information, provided, that, if the Company’s request for assistance exceeds ten hours per week, Executive will be compensated for his time on an hourly rate based on his base salary on the Termination Date. To the extent that the Company requests Executive’s assistance, any request will be reasonable in nature and scope.
9. Governing Law. This Separation Agreement will be governed by and construed and enforced according to the laws of the State of New York, without regard to conflict
of laws principles thereof. Any dispute, controversy or claim arising under Section 11 of the Letter Agreement will be treated in accordance with Section 14 of the Letter Agreement.
10. Mutual Agreement to Arbitrate Claims. Except as limited or qualified in this Section 10, the parties agree to resolve by binding arbitration all claims or controversies (“claims”) arising out of this Separation Agreement, except for: claims that cannot be subject to arbitration as a matter of law; claims for workers’ compensation or unemployment compensation; claims under an employee benefit or pension plan that specifies a different procedure; and claims for injunctive relief and/or specific performance, including pursuant to Section 11 of the Letter Agreement. This Separation Agreement does not prohibit the filing of or pursuit of relief through a court action for temporary equitable relief in aid of arbitration or any administrative charges or complaints filed with any governmental agency. The aggrieved party must give written notice to the other party or parties no later than the expiration of the statute of limitations that the law prescribes for the claim. Otherwise, the claim shall be deemed waived. The aggrieved party should give written notice as soon as possible after the event or events in dispute so that arbitration may take place promptly. Written notice must be given to those against whom or which a claim is to be brought, and must identify and describe all claims, the facts upon which such claims are based, and the relief or remedy sought. Claims shall be resolved under the JAMS Employment Arbitration Rules & Procedures (and no other rules). The claims shall be resolved by a single arbitrator mutually selected by the parties who is experienced in employment law and licensed to practice in New York. Venue shall be in New York City. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. At the request of either party, the arbitrator will enter an appropriate protective order to maintain the confidentiality of information produced or exchanged in the course of the arbitration proceedings. The arbitrator shall apply New York law and shall award any remedy available under such law, including attorney’s fees when permitted by statute or contract. The arbitrator shall issue a written decision setting forth the factual and legal basis for the award. The arbitrator’s decision shall be final, binding and conclusive upon the parties. Suit may be brought to compel arbitration or to enforce any arbitration award in a court of competent jurisdiction.
11. Nonadmission of Wrongdoing. The parties agree that neither this Separation Agreement nor the furnishing of the consideration set forth herein will be deemed or construed at any time for any purpose as an admission by any party of any liability, wrongdoing or unlawful conduct of any kind.
12. Amendment; Waiver. This Separation Agreement may not be modified, altered or
changed except upon express written consent of both of the parties. The failure of any party to insist upon the performance of any of the terms and conditions in this Separation Agreement, or the failure to prosecute any breach of any of the terms and conditions of this Separation Agreement, will not be construed thereafter as a waiver of any such terms or conditions. This entire Separation Agreement will remain in full force and effect as if no such forbearance or failure of performance had occurred.
13. Entire Agreement. This Separation Agreement (including, without limitation, the Release, which will constitute a part of this Separation Agreement) sets forth the entire agreement between the parties hereto and, except for the Letter Agreement, as amended hereby, fully supersedes any prior agreements or understandings between the parties concerning the specific subject matter of this Separation Agreement. Each party acknowledges that it has not relied on any representations, promises, or agreements of any kind made to it in connection with the other party’s decision to enter into this Separation Agreement, except for those set forth in this Separation Agreement and the Letter Agreement. The provisions of Sections 13, 16 and 17 of the Letter Agreement are hereby incorporated by reference.
14. Severability. If any provision of this Separation Agreement is declared or determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms or provisions will not be affected thereby, and said illegal, unenforceable or invalid part, term or provision will be deemed not to be part of this Separation Agreement.
15. Withholding for Taxes. The Company may withhold from any amounts payable hereunder all federal, state, city or other taxes as will be required to be withheld pursuant to any applicable law or government regulation or ruling.
16. Binding Effect; Assignment. This Separation Agreement will inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties, including, without limitation, any successor to the Company. The parties represent and warrant that they have not transferred or assigned to any person or entity any rights or obligations herein. This Separation Agreement is not assignable by either party without the prior written consent of the other, except that the Company may assign this Separation Agreement to any assignee of or successor to substantially all of the business or assets of the Company or any direct or indirect subsidiary thereof without prior written consent of Executive.
17. Captions; Drafter Protection. The headings and captions herein are provided for reference and convenience only, and will not be employed in the construction of this Separation Agreement. It is agreed and understood that the general rule pertaining to construction of contracts, that ambiguities are to be construed against the drafter, will not apply to this Separation Agreement.
18. Consultation with Attorney; Voluntary Agreement. Executive acknowledges that (a) the Company has advised Executive of Executive’s right to consult with an attorney of Executive’s own choosing prior to executing this Separation Agreement, (b) Executive has carefully read and fully understands all of the provisions of this
Separation Agreement, and (c) Executive is entering into this Separation Agreement, including, without limitation, the Release, knowingly, freely and voluntarily in exchange for good and valuable consideration.
[Signature Page Follows]
Execution Version
IN WITNESS WHEREOF, the parties have executed this Separation Agreement as of the date first written above.
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COMPANY: | |
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Volt Information Sciences, Inc. | |
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By: |
/s/ Michael Dean |
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Name: Michael Dean | |
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Title: Chairman of the Board of Directors | |
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EXECUTIVE: | |
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Ronald Kochman | |
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/s/ Ronald Kochman | |
EXHIBIT A
Volt Information Sciences, Inc. General Release Agreement
EXECUTIVE: Ronald Kochman
This General Release Agreement constitutes a part of the Separation Agreement between Executive and Company (and, for the avoidance of doubt, any capitalized terms not defined in this General Release Agreement will have the meaning set forth in the Separation Agreement). You must execute and this release must become effective with 52 calendar days following your Termination Date. The Company will have no obligation to make any payments or provide any benefits contemplated by Section 2 of the Separation Agreement (other than the Accrued Obligations) in the event this release does not become effective. In consideration of the benefits and payments paid to Executive pursuant to the letter agreement previously entered into and dated as of December 26, 2012 (the “Letter Agreement”), and the Separation Agreement, Executive hereby agrees as follows:
OBLIGATIONS OWED TO THE COMPANY
All debts owed by you to the Company will be deducted from, and at the time that, any amounts payable to you hereunder. Debts include, without limitation, personal expenses incurred by you from the Company calling cards, long distance charges, credit card charges and overpayments of any kind.
NON-COMPETE; NON-DISCLOSURE
You agree to continue to be subject to the restrictive covenants contained in the Letter Agreement including, without limitation, the provisions of Section 8 and Section 9 of the Letter Agreement.
GENERAL RELEASE
You, on your own behalf, and on behalf of your heirs and assigns, and all persons claiming under you, hereby fully and forever unconditionally release and discharge the Company, all of its affiliated and related corporations, their predecessors, successors and assigns, together with their divisions and departments, and all past or present officers, directors, employees, insurers and agents of any of them (hereinafter referred to collectively as “Releasees”), of and from, and you covenant not to sue or assert against Releasees, for any purpose, all claims, administrative complaints, demands, actions and causes of action, of every kind and nature whatsoever, whether at law or in equity, and both negligent and intentional, arising from or in any way related to your employment by Company, based in whole or in part upon any act or omission occurring on or before the date of this general release, without regard to your present actual knowledge of the act or omission, which you may now have, or which you, or any person acting on your behalf may at any future time have or claim to have, including specifically, but not by way of limitation, matters which may arise at common law or under federal, state or local laws, such as claims based on Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act), the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the New York State and New York City Human Rights Laws, and U.S. and New York State Labor Laws (as any of the foregoing may be amended from time to time), and any common law, public policy, contract (whether oral or written, express or implied) or tort law, including claims for defamation, and any other local, state or federal law, regulation or ordinance applicable in the United States or any foreign jurisdiction. You warrant that you have not assigned or transferred any right or claim described in this general release. You expressly assume all risk that the facts and law concerning this general release may be other than as presently known to you. You acknowledge that, in signing this general release, you are not relying on any information provided to you by Releasees or upon Releasees to provide information not known to you.
Notwithstanding the foregoing, the release provided by Executive under this General Release Agreement shall not include any claim for indemnity, including costs and reasonable fees attributable to defense of any claim, which Executive may have pursuant to the Company’s Articles of Incorporation or Bylaws, under applicable provisions of New York law, or under any applicable insurance policy. Upon request, the Company agrees to make available for review by Executive or his representative copies of any applicable insurance policies or other Company documents relating to such rights.
THIS SECTION APPLIES ONLY TO EMPLOYEES 40 YEARS OF AGE AND OLDER
If you are 40 years of age or older, you have 21 calendar days in which to consider and review this General Release Agreement prior to signing it. If you desire to knowingly waive the 21 calendar day review period prior to your execution of this General Release Agreement, please initial:
Further, for a period of seven calendar days following your execution of this General Release Agreement, you may revoke this General Release Agreement by providing notice of such revocation to the Company. Any such notice shall be given to Volt Information Sciences, Inc., Attn: President, by any of the following means:
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Volt Information Sciences, Inc. |
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1065 Avenue of the Americas |
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New York, New York 10018 |
Such notice, if given, must be actually received by the Company within seven calendar days following your execution of this General Release Agreement. You agree that if you exercise your revocation right, the respective rights and obligations of the parties to this General Release Agreement, the Separation Agreement and the Letter Agreement will be automatically void and you will immediately pay to the Company, upon demand, any and all payments made by the Company to you hereunder or thereunder.
EFFECTIVE DATE
This General Release Agreement shall become effective on the eighth (8th) day after you sign it, provided that you have not revoked it prior to that time (the “Effective Date”).
ACKNOWLEDGMENT
You acknowledge that you have read this General Release Agreement, understand its terms, and have had an opportunity to have answered to your satisfaction any questions concerning the terms hereof. You execute this General Release Agreement voluntarily and of your own free will and choice, after having been advised to seek your own legal counsel, without threat, coercion or duress, intending to be legally bound.
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EXHIBIT B
Stock Option Grants
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Grant Date |
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Number of Options Granted |
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Exercise Price |
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April 7, 2009 |
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8,000 |
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$ |
6.39 |
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July 3, 2014 |
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20,000 |
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$ |
10.00 |
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July 3, 2014 |
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40,000 |
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$ |
12.00 |
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July 3, 2014 |
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40,000 |
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$ |
14.00 |
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EXHIBIT C
NOTICE OF EXERCISE
Volt Information Sciences, Inc.
1065 Avenue of the Americas, 20th Fl.
New York, New York 10018
Attention: Secretary
I hereby exercise my Option pursuant to that certain Non-Qualified Stock Option Agreement dated (the “Stock Option Agreement”) awarded under the Volt Information Sciences, Inc. 2006 Incentive Stock Plan (the “Plan”), subject to all of the terms and conditions of the Stock Option Agreement and the Plan referred to therein, and hereby notify you of my election to purchase the following stated number of Shares of Stock of Volt Information Sciences, Inc., a New York corporation (the “Company”), from the award therein as indicated below at the following stated Option Price per Share.
Number of Shares - Option Price per Share - $ Total Option Price - $
If this Notice of Exercise involves fewer than all of the Shares that are subject to option under the Stock Option Agreement, I retain the right to exercise my option for the balance of the Shares remaining subject to option, all in accordance with the terms of the Stock Option Agreement.
I agree to provide the Company with such other documents and representations as it deems appropriate in connection with this option exercise.
Payment of Exercise Price.
o (1) This Notice of Exercise is accompanied by a check in the amount of $ ; and/or
o (2) This Notice of Exercise is accompanied by a certificate for Shares of Stock, with a duly executed stock power, having an aggregate Fair Market Value on the date of exercise equal to the amount of the above Total Option Price, in payment of the total exercise price for the Shares; and/or
o (3) Payment of the Total Option Price will be made by cashless exercise in accordance with the Company’s cashless exercise procedures as in effect on the date hereof.
Tax Withholding. Subject to any satisfaction of tax withholding pursuant to the next paragraph, I hereby authorize the Company (and any of its Subsidiaries) to withhold from my regular pay or any extraordinary pay from the Company (and any of its Subsidiaries) the applicable minimum amount of any taxes required by law and the Stock Option Agreement to be withheld as a result of this exercise, to the extent not satisfied by the following: o (1) my attached check in the amount $ , and/or o (2) the attached certificate for Shares of Stock, with a duly executed stock power, having a value (based on the Stock’s Fair Market Value on the date of exercise) of $ per Share in full or partial payment of taxes the Company (and any of its Subsidiaries) is required to withhold with respect to this option exercise.
o [Check only if desired] I request that the Company withhold from the Shares of Stock otherwise to be issued to me in connection with this exercise a sufficient number of Shares of Stock having a value (based on the Stock’s Fair Market Value on the date of exercise) needed to satisfy the payment of o all or o $ of the applicable minimum amount of any taxes required by law and the Stock Option Agreement to be withheld as a result of this exercise.
My current address and my Social Security Number are as follows:
Address:
Social Security Number:
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Ronald Kochman | |
Exhibit 10.2
Execution Version
June 25, 2015
Michael Dean
125 E. Mira Monte Avenue
Sierra Madre, CA 91024
Dear Michael:
We are pleased to offer you employment with Volt Information Sciences, Inc. (“Volt” or the “Company”) under the terms and conditions set forth below in this letter agreement (“Agreement”). Such terms and conditions will be deemed to have taken effect on June 25, 2015 (the “Effective Date”).
1. POSITION
You will be employed as Volt’s Interim President and Chief Executive Officer (“Interim CEO”), reporting to the Company’s Board of Directors (the “Board”).
2. DUTIES AND RESPONSIBILITIES
You will devote your full business time and attention to the responsibilities of the position of Interim CEO, and will perform such additional duties for Volt and its affiliates as the Board may direct and as are required in such position. You agree that you will be subject to and comply with all Volt policies, procedures and rules, as now existing or as subsequently adopted, modified or supplemented by the Company. You further agree that you will comply with all applicable laws, rules and regulations governing your business and conduct.
3. DEFINITIONS
“Change of Control” means: (a) a “person,” or “group” within the meaning of 13(d) of the Securities Exchange Act of 1934 (other than a “person” or “group” consisting solely of descendants of Edward Shaw, their spouses and trusts or other persons formed primarily for their benefit) becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under that Act, of 50% or more of the outstanding common stock of Company; (b) the majority of the Board of Directors of the Company consists of individuals other than “incumbent” directors, which term means the members of the Board of Directors on the date you execute this Agreement; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by two-thirds of the directors who then comprised the incumbent directors will be considered to be an incumbent director; (c) the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; (d) all or substantially all of the assets or business of Company are disposed of pursuant to a merger, consolidation or other transaction (unless the stockholders of Company immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the voting stock of Company immediately prior to such merger, consolidation or other transaction, all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the business of Company); or (e) the Company combines with another company and is the surviving corporation but, immediately after the combination, the stockholders of Company immediately prior to the combination hold, directly or indirectly, less than 50% of the voting stock of the combined company (there being excluded from the number of shares held by such stockholders, but not from the voting stock of the combined company, any shares received by affiliates of such other company in exchange for stock of such other company).
4. COMPENSATION
Your compensation will be composed of the elements set forth below in Paragraphs 4(a)-(d). All elements of your compensation and any other payments set forth in this Agreement shall be paid according to the Company’s normal payroll practices, less all required withholdings and deductions. You acknowledge and agree that the Company shall have authority to recover any compensation you have received that is required to be recovered by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, or any rules or regulations promulgated in connection therewith. Your compensation pursuant to this Agreement will be in addition to the compensation to which you are currently entitled to receive in your capacity as a non-executive member of the Board, except that any incremental fees to which you are entitled to receive in your capacity as Chairman of the Board shall be suspended during your term as Interim CEO or as Chief Executive Officer of the Company.
(a) Salary
You will receive a salary at the rate of $66,666 per month. Your salary may be reviewed and adjusted upward by the Company from time to time, but will not be reduced other than as part of a general reduction applicable to all or substantially all senior executives of Volt.
(b) Stock Options
On the Effective Date, you will receive an award comprised of non-qualified stock options to acquire 100,000 shares of Volt common stock (the “Options”). The Options will vest in equal monthly installments on the first day of the month for the next six months beginning on August 1, 2015, provided that you remain employed by Volt on each of those dates, although all of the Options shall vest immediately (i) upon a Change of Control of the Company, as defined herein, or (ii) upon the termination of your position as Interim CEO as a result of a successor Chief Executive Officer being approved by the Company’s Board of Directors. The Options will be subject to the terms and conditions of the Company’s 2006 Incentive Stock Plan and the award agreement applicable to the Options, and will be priced based on the closing price of a share of Volt common stock on June 29, 2015.
(c) Restricted Stock Units
On the Effective Date, you will receive an award comprised of 42,000 restricted stock units (the “Restricted Stock Units”). The Restricted Stock Units will vest on the six month anniversary of the Effective Date, provided that you remain employed by Volt on such date, although all of the Restricted Stock Units shall vest immediately (i) upon a Change of Control of the Company, as defined herein, or (ii) upon the termination of your position as Interim CEO as a result of a successor Chief Executive Officer being approved by the Company’s Board of Directors. The Restricted Stock Units will be subject to the terms and conditions of the Company’s 2006 Incentive Stock Plan and the form of award agreement applicable to restricted stock unit grants made to senior executives.
(d) Legal Fees
The Company will reimburse you for any attorney’s fees incurred in connection with the review and negotiation of this Agreement, in an amount not to exceed $10,000, to be paid no later than 30 days after a written invoice is submitted to the Company.
(e) Additional Stock Options and Restricted Stock Units
You may be eligible for an additional grant of Options and Restricted Stock Units in the event that you remain employed by Volt after January 1, 2016.
5. BENEFITS
You will be eligible to participate in the Company’s employee benefits plans and programs generally available to similarly situated employees at the Company, subject to the eligibility requirements, terms and conditions of such plans and programs. Such plans and programs are subject to change or termination by the Company at any
time in the Company’s sole discretion, provided that the Company will not change or terminate any of such employee benefits plans or programs that are deemed deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in a manner that would result in liability under Section 409A of the Code.
(a) Paid Vacation and Sick Leave
You shall accrue paid time off for vacation time and sick leave in accordance with Volt’s policies and applicable law. Vacation shall be scheduled at mutually agreeable times.
(b) Business Expenses
Volt will reimburse you for reasonable and necessary business expenses incurred in connection with the Company’s business, including travel expenses, food and lodging while away from home, subject to such policies as Volt may from time to time establish for its employees, provided that all such reimbursements shall comply with Section 409A of the Code.
6. TERMINATION; COMPENSATION ON TERMINATION
Your employment is “at-will,” which means that you are free to resign your employment at any time, and Volt is free to terminate your employment any time, in each case for any reason or no reason and upon thirty (30) days’ advance written notice. The term “Termination Date” shall mean the effective date of termination of employment with Volt.
During the notice period, Volt, in its sole discretion, may or may not require you to continue to report to work and may assign you all, some or none of your regular duties. During the notice period, Volt will continue to pay you your salary, less all applicable withholdings and deductions, provided that you continue to perform your job duties and responsibilities, if so required, and otherwise comply with all obligations and loyalties owed to Volt as your employer.
On the next payroll date following the Termination Date (or sooner if required by law), you (or your estate or other legal designee) will be paid (a) all accrued salary through the Termination Date; and (b) payment for any unused accrued vacation, consistent with applicable law. Any business expenses submitted for reimbursement under Paragraph 5(b) will be paid no later than 60 days after the Termination Date. Upon termination of employment, you will also be entitled to receive any vested benefits, consistent with the applicable plan; however, upon termination of your employment, you will have no rights to any unvested benefits, unearned salary under Paragraph 4(a), or any other compensation or payments after the Termination Date except as set forth in this Agreement.
7. REPRESENTATION AND WARRANTIES
As a condition of your employment with the Company, 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 will not bring with you to the Company, 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 the Company and thereafter, you will not, except as required for the performance of your duties with the Company, disclose or use, or enable any third party to disclose or use, any Confidential Information (as defined below) of the Company or its affiliates. You may not take or replicate Confidential Information for your personal benefit or for the benefit of a third party unrelated to the Company, including, but not limited to, saving a copy of Confidential Information on a non-Company computer, USB flash drive, zip drive, or otherwise, without the Company’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 the Company, and you
hereby assign to the Company 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 the Company and its affiliates, whether in hard copy, electronic format or communicated orally, that you acquire through your employment with the Company, or that the Company or its affiliates treats as confidential through its policies, procedures and/or practices. Confidential Information is limited to information which is not generally known to the public, and includes information which you know the Company does not intend to be made public. Examples of Confidential Information include, but are not limited to: information concerning the Company’s operations, methods, technology, software, developments, inventions, accounting and legal and regulatory affairs; information concerning the Company’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 the Company’s past, present and prospective customers and clients; information concerning the terms on which the Company provides products and services to such past, present and prospective customers and clients; information concerning the Company’s pricing strategies for its products and services; information concerning the Company’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 Company’s employees; and disclosure of Confidential Information to another Company employee other than as required for you and such other Company employee to perform your duties for the Company. 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 the Company immediate written notice of such disclosure requirement in order to allow the Company the opportunity to respond to such request.
9. RESTRICTIVE COVENANTS
You acknowledge that the Company’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 the Company’s operations. In consideration for your employment and for the Company providing to you such confidential and proprietary information, you agree to comply with all provisions of this Section 9 while you are employed with the Company (including any notice period). In addition, you agree to comply with the provisions of this Section 9 for a period of time following the Termination Date as set forth in the schedule below:
(i) If you remain employed as Interim CEO for a period of less than three months from the date of this agreement, you shall be under no obligation to comply with the provisions of Section 9 following the Termination Date;
(ii) If you remain employed as Interim CEO for at least three months, but less than six months, from the date of this agreement, you agree to comply with the provisions of Section 9 for four months following the Termination Date;
(iii) If you remain employed as Interim CEO for at least six months, but less than nine months, from the date of this agreement, you agree to comply with the provisions of Section 9 for eight months following the Termination Date;
(iv) If you remain employed as Interim CEO for at least nine months from the date of this agreement, or if you accept a permanent position as the Chief Executive Officer of the Company, you agree to comply with the provisions of Section 9 for 12 months following the Termination Date.
(a) Non Competition
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 that is substantially similar to that in which you were engaged during your employment with the Company or which competes with the Company or any of its affiliates, within the geographical area
that is co-extensive with the scope of your responsibilities for the Company or any of its affiliates during the last twelve months of your employment with the Company. Notwithstanding the foregoing, it will not be a violation of this Paragraph 9(a) for you to directly or indirectly own less than two percent (2%) of the outstanding public equity or debt of a publicly owned corporation engaged in the same or similar business to that of the Company or its affiliates, provided that you are not in a control position with respect to such corporation.
(b) Non Solicitation of Employees
You will not, directly or indirectly, recruit or hire any current employee of the Company or its affiliates, or otherwise attempt to induce such employee to leave the employment of the Company or its affiliates, to become an employee of or otherwise be associated with you or any company or business with which you are or may become associated.
(c) Non Solicitation of and Non-Interference with Clients or Customers
You will not, on your own behalf or on behalf of any other business entity, directly or indirectly, solicit or accept in competition with Volt the business of any existing or prospective client or customer of the Company or its affiliates with whom 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.
(d) 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 the Company’s business and Confidential Information.
10. INVENTIONS
All discoveries, ideas, creations, inventions and properties (collectively, “Discoveries”), written or oral, which you (a) create, conceive, discover, develop, invent or use during your employment with the Company, whether or not created, conceived, discovered, developed or invented during regular working hours, or which are (b) created conceived, discovered, developed invented or used by the Company or its affiliates, whether or not in connection with your employment with the Company, will be the sole and absolute property of the Company and the Company’s applicable affiliate for any and all purposes whatsoever, in perpetuity. You will not have, and will not claim to have, any right, title or interest of any kind or nature whatsoever in or to any such Discoveries. For the avoidance of doubt, you hereby assign to the Company all of your right, title and interest in and to same. If any Discoveries, or any portion thereof, are copyrightable, it shall be a “work made for hire,” as such term has meaning in the copyright laws of the United States.
The previous paragraph shall not apply to any Discoveries (i) for which no equipment, supplies, facility or trade secret information of the Company, its affiliates or any customer of the Company was used and which was developed entirely on your own time, (ii) which does not relate to the business of the Company, its affiliates or to that of any customer of the Company and (iii) which does not result from any work performed for the Company, its affiliates or any customers of the Company.
You further agree that you will identify to the Company all Discoveries you develop during your employment with the Company. Upon request by the Company, you will disclose any such Discoveries to the Company (by a full and clear description) for the purpose of determining the Company’s rights therein and will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable in order to vest title in such Discoveries in the Company.
11. ENFORCEMENT
You agree that a violation of any covenant in Paragraphs 8, 9, or 10, or their subparagraphs, will cause immediate and irreparable injury to the Company that cannot be adequately remedied by monetary damages, and will entitle the Company to immediate injunctive relief and/or specific performance, without the necessity of posting bond or proving actual damages, as well as to all other legal or equitable remedies to which the Company may be entitled.
12. RETURN OF COMPANY PROPERTY
You agree that on the Termination Date, unless you are a continuing member of the Board at such time, you will immediately return to the Company all of the Company’s property in your possession or under your control, including, but not limited to, all data and information relating to the business of the Company and its affiliates, and that you will not retain any copies thereof.
13. NOTICES
Any notice required in connection with this Agreement will be deemed adequately given only if in writing and personally delivered, or sent by first-class, registered or certified mail, or overnight courier. Notice shall be deemed to have been given on the third day after deposit into the mail. Notice shall be deemed to have been given on the second day after deposit with an overnight courier. Notices may also be hand-delivered, in which case, notice is effective upon delivery. Notices to Volt shall be addressed to 1065 Avenue of the Americas, 20th Floor, New York, NY 10018, Attn: Board of Directors. Notices to you shall be addressed to your last known address on file with the Company.
14. ENTIRE AGREEMENT, CHOICE OF LAW, AND EXCLUSIVE JURISDICTION AND VENUE
This Agreement constitutes the entire understanding between the Company and you and supersedes all prior agreements concerning the terms and conditions of your employment. Unless otherwise expressly stated herein, the terms of this Agreement may not be modified, altered, changed or amended except by an instrument in writing signed by a duly authorized representative of the Company and you. No waiver by the Company or you of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver with respect to any similar or dissimilar condition or provision at any prior or subsequent time. If any provision of this Agreement is held to be invalid or unenforceable, then the remaining provisions of this Agreement shall be deemed severable and remain in full force and effect. If any of the covenants contained in Paragraphs 8 or 9 are held to be unreasonable in duration, geography or scope, then such terms shall be deemed modified to conform to such court or tribunal’s determination of reasonableness. The terms of this Agreement shall be governed and construed in accordance with the laws of the State of New York, except for such New York laws as would require application of the substantive laws of another jurisdiction. You and the Company agree that any dispute, claim, or controversy arising out of, involving, affecting, or related to this Agreement, any breach of this Agreement, your employment with the Company, or the termination of your employment with the Company shall be brought only in the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York. You irrevocably consent and submit to personal jurisdiction and venue in the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York; waive any and all objections to jurisdiction and venue in such courts; and waive any objection that such courts are an inconvenient forum.
15. SUCCESSORS AND ASSIGNS
You may not assign this Agreement. The Company may assign this Agreement to an affiliate or a person or entity which is a successor in interest to substantially all of the business operations of the Company.
16. CODE SECTION 409A OMNIBUS PROVISION
Notwithstanding any other provision of this Agreement, it is intended that payments and benefits under this Agreement comply with Section 409A of the Code or with an exemption from the applicable Code
Section 409A requirements and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder of deferred compensation subject to Section 409A of the Code shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. For purposes of this Agreement, you will not be deemed to have had a termination of employment unless there has been a “separation from service” within the meaning of Section 409A of the Code. Furthermore, neither the Company nor any of its parents, subsidiaries, divisions, affiliates, directors, officers, predecessors, successors, employees, agents and attorneys shall be liable to you if any amount payable or provided hereunder is subject to any taxes, penalties or interest as a result of the application of Code Section 409A.
Notwithstanding any provision of this Agreement, if you are a “specified employee” (as defined in Section 409A of the Code and Treasury Regulations thereunder), then payment of any amount under this Agreement that is deferred compensation subject to Section 409A of the Code and the timing of which depends upon termination of employment shall be deferred for six (6) months after termination of your employment, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event such payments are otherwise due to be made during the 409A Deferral Period, the payments that otherwise would have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum on the first day of the seventh month following the Termination Date, and the balance of the payments shall be made as otherwise scheduled.
17. COUNTERPARTS AND FACSIMILE EXECUTION
This Agreement may be executed and delivered (a) in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument, and/or (b) by facsimile or PDF in which case (i) the instruments so executed and delivered shall be binding and effective for all purposes, and (ii) the parties shall nevertheless exchange substitute hard copies of such facsimile or PDF instruments as soon thereafter as practicable (but the failure to do so shall not affect the validity of the instruments executed and delivered by facsimile or PDF).
Kindly indicate your acceptance of the terms of this Agreement by signing and returning it to the undersigned.
Sincerely,
Volt Information Sciences, Inc.
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By: |
/s/ Laurie Siegel, Chair of the Compensation Committee |
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As authorized by the Compensation Committee |
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I have read, understand, accept and agree to the above terms and conditions governing my employment with the Company.
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/s/ Michael Dean |
June 25, 2015 |
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Michael Dean |
Date |
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