Exhibit 99.1
May 26, 2006
Xx. Xxxxxx X. Xxxxxxx
00 Xxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
Dear Lud:
This letter will set forth our offer
of continued employment which, when accepted by you, will constitute the terms of your
Employment Agreement (the “Agreement”) with Volt Information Sciences, Inc.
(the “Company”). You are referred to in this Agreement as the
“Employee” or “you”.
| 1. |
TERM OF EMPLOYMENT. The Company and Employee agree to continue
Employee’s employment with the Company’s for an indefinite period,
provided, however, that either party may terminate this Agreement, for any
reason or for no reason, with or without cause, by giving to the other party at
least four (4) weeks prior written notice (and the Company may satisfy its
obligation to give such notice by paying Employee for such four (4) week period,
even though Employee is not given any work to perform and is required not to be
present on the Company’s premises). For purposes of this Agreement, the
period during which Employee works for the Company will be called the “Term
of Employment”. |
| 2. |
SCOPE OF EMPLOYMENT. During the Term of Employment, Employee will serve
as a Senior Vice President and Treasurer of the Company, reporting to the
Company’s Chief Financial Officer, or in such other position for the
Company or an affiliate of the Company as the Company may designate. The Company
may change Employee’s title, duties, location of work and/or
responsibilities at any time. Employee agrees to devote Employee’s full
working time and attention to the performance of his duties, faithfully,
diligently and to the best of Employee’s ability, using Employee’s
best efforts to promote, protect and defend the interests and business of the
Company. Employee agrees not to engage in any type of activity, which is or may
be contrary to the welfare, interests, business or benefit of the Company or the
business conducted by the Company. Employee acknowledges that he has read,
understands and will comply with the Company’s codes of ethics and business
conduct, policies and procedures as they now exist or may exist from time to
time in the future. Employee further agrees that he will comply with all
applicable laws, rules and regulations, including but not limited to federal
securities laws, the Foreign Corrupt Practices Act, xxxxxxx xxxxxxx rules and
the Xxxxxxxx-Xxxxx Act and the rules of the New York Stock Exchange or such
trading market(s) on which the Company’s securities may from time to time
be traded. |
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Employee
represents and warrants that there is no agreement or understanding, written or oral, or
any other impediment which would inhibit or prohibit him from entering into this Agreement
or from performing all of his duties and obligations hereunder. |
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(a) |
In consideration for all services to be performed by Employee pursuant to this
Agreement and the covenants of Employee contained in this Agreement, the Company
will pay to Employee, effective March 13, 2006, an annual salary at the rate of
two hundred seventy five thousand dollars ($275,000), which will be paid in
equal installments in accordance with the Company’s payment policies for
executive officers, plus increases, if any, at the Company’s sole
discretion. |
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(b) |
Employee will receive such other benefits regularly provided to similarly
situated employees of the Company, commensurate with Employee’s position,
pursuant to standard Company policy, which is subject to change by the Company
at any time, in its sole discretion. |
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(c) |
All employee compensation payments will be subject to such deductions by the
Company as the Company is from time to time permitted or required to make
pursuant to law, government regulations or order, or by agreement with or
consent of the Employee. Such payments may be made by check or checks of the
Company, or any of its parents, subsidiaries or affiliates as the Company may,
from time to time, find proper and appropriate. |
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(d) |
If Employee’s employment is terminated at the Company’s request, the
Company agrees to xxxxx xxxxxxxxx payment of six (6) months at the salary rate
then in effect and paid monthly over a period of five months. |
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(e) |
Company will provide Employee with a mid-size vehicle (Buick Xxxxxxx or
equivalent) during the period of employment. Company will maintain and insure
the vehicle. Employee will reimburse Company for any upgrades to vehicle above
those customarily included in similar vehicles furnished to other executives.
After the period of forty eight (48) months or earlier if Employee’s
termination occurs, the Employee has the right to purchase said vehicle at the
then depreciated cost calculated at two percent (2%) per month. |
| 4. |
NON-DISCLOSURE Employee agrees that (a) Employee is and will become
further knowledgeable of confidential, private and/or commercially sensitive
information of the Company and its present and future subsidiaries, affiliates,
and joint ventures to which the Company or any of its subsidiaries or affiliates
is a participant (the Company and its |
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present and future subsidiaries, affiliates, and joint ventures to which the Company or any of its
subsidiaries
or affiliates is a participant are hereinafter collectively referred to as the
“Group”), and at no time will Employee use for Employee’s own benefit nor
directly or indirectly make known or divulge to any other person or entity any such
information or other trade secrets, including but not limited to: |
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(a) |
The
names and addresses of any of the customers, patrons or suppliers of the Group
or their business information, activities and/or practices; or |
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(b) |
Any
information concerning methods of conducting business, strategies, operations
or operating plans; or |
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(c) |
financial
information, projected financial information, acquisition plans and strategies,
computer and software program information; or |
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(d) |
The
names, addresses, telephone numbers or compensation rate of pay of employees;
or |
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(e) |
Any
other confidential information or trade secret of the Group or any of the Group’s
customers or suppliers, learned or acquired by Employee during Employee’s
Term of Employment. |
| 5. |
WORK PRODUCT. All discoveries, ideas, creations, writings, inventions and
properties (collectively called “Work Product”) written or oral, which
are in any way related to the Group, its customers and/or its associates and/or
potential customers or associates, or its/their businesses and/or personnel,
whether or not created, developed, conceived, discovered, invented or used by
Employee or any member of the Group, while heretofore or hereafter employed by
any member of the Group under this Agreement or otherwise, will be the sole and
absolute property of the Company for any and all purposes whatsoever, in
perpetuity. Employee will not have, and will not claim to have, any right, title
or interest of any kind of nature whatsoever in or to any such Work Product. |
| 6. |
RETURN OF PROPERTY. The original and all copies of all software, files,
records, drawings, specifications, plans, customer, supplier and employee lists,
books, notes, electronically stored data, and other documents of the Group of
any nature whatsoever, whether prepared by Employee or otherwise coming into
Employee’s possession while heretofore or hereafter employed by any member
of the Group under this Agreement or otherwise and any and all equipment, credit
cards and other property of the Group are and shall remain the exclusive
property of the Company and may not be used except as required in the course of
employment by the Company. On termination of Employee’s employment, and
regardless of the reason for termination, Employee will immediately |
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return to the Company any and all property of the
Group and all other material which Employee was given or had access to prior to, during or after
the Term of Employment. |
| 7. |
COVENANT NOT TO SOLICIT/COMPETE. Employee acknowledges that the Group has
made and will continue to make significant investments in order to maintain and
develop its business, and that the Group has and will continue to disclose to
Employee confidential information concerning, among other things, its business
strategies, operating plans, acquisition plans and strategies, financial
information, techniques and methods of obtaining and servicing its customers and
pricing information, and specific needs of its customers, supplier information,
software programs and know-how. The Group operates throughout the United States
and, in many instances, in various other countries. Accordingly, Employee agrees
that during his employment with the Company or any member of the Group and for a
period of twelve (12) months thereafter, he will not: |
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(a) |
directly
or indirectly engage in a business which is the same or similar to the type of
business conducted by any member of the Group or competes with any member of
the Group in the United States or directly or indirectly engage in the same or
similar type of business of a member of the Group in any other geographic area
in which such member of the Group conducts such business. Notwithstanding
anything to the contrary contained herein, paragraph 7(a) shall only apply
during the period of employment with the Company or any period thereafter for
which the Employee is being compensated, including during the period when
Employee is receiving the severance payment as provided in paragraph 3(d). |
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(b) |
directly
or indirectly, either for Employee or for any other person, firm or entity; |
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(1) |
Call upon, solicit, divert, or take away or attempt to solicit, divert or take
away any of the customers, business, patrons or suppliers of the Group; or |
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(2) |
Call upon, solicit or attempt to solicit business from any person or entity
which, to Employee’s knowledge, has communicated with or has been solicited
by the Group as a customer, patron or supplier of the Group during the one (1)
year period prior to the termination of Employee’s employment with the
Group; or |
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(3) |
Hire or employ any employee of the Group, nor advise, solicit or encourage any
employees of the Group to leave its employ. |
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(c) |
In
addition, Employee agrees that Employee 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
the Group during Employee’s employment with the Group. |
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(d) |
For
purposes of Paragraphs 7(a), 7(b), and 7(c), Employee will be deemed to be
engaged in a business if Employee participates in such business as proprietor,
partner, joint venturer, stockholder, director, officer, lender, manager,
employee, consultant, advisor or agent, or if in any way Employee is a
substantial securityholder of such business. However, Employee will not be
deemed a substantial securityholder of a business if such business is publicly
owned and Employee holds less than five percent (5%) of the outstanding equity
or debt of such business, provided Employee is not in a control position with
respect to such entity. |
| 8. |
INJUNCTIVE RELIEF. The parties hereto recognize that irreparable damage
will result to the Company, its business and properties if Employee fails or
refuses to perform Employee’s obligations under this Agreement, and that
the remedy at law for any such failure or refusal will be inadequate.
Accordingly, in addition to any other remedies and damages available, including
the provision contained in Paragraph 9 for arbitration (none of which remedies
or damages is hereby waived), the Company or any other member of the Group shall
be entitled to injunctive relief, without bond, from a court of competent
jurisdiction and Employee may be specifically compelled to perform
Employee’s obligations under this Agreement. The institution of an
arbitration proceeding shall not bar injunctive relief pending the final
determination of the arbitration proceedings hereunder. |
| 9. |
AGREEMENT TO ARBITRATE DISPUTES. Any dispute, controversy or claim
arising out of, involving, affecting or related to this Agreement, or breach of
this Agreement, or arising out of, involving, affecting or related in any way to
Employee’s employment or the termination of Employee’s employment,
including but not limited to disputes, controversies or claims arising out of or
related to the actions of the Company’s other employees or the employees of
any other member of the Group, under Federal, State and/or local laws, shall be
resolved by binding arbitration in the City and State of New York pursuant to
the Federal Arbitration Act and in accordance with the applicable rules of the
American Arbitration Association. The arbitrator shall be entitled to award
reasonable attorneys’ fees and costs to the prevailing party. The award
shall be in writing, signed by the arbitrator, and shall provide the reasons for
the award. Judgment upon the arbitrator’s award may be filed in and
enforced by any court having jurisdiction. This Agreement to Arbitrate Disputes
does not prevent Employee from filing a charge or claim with any governmental
administrative agency as permitted by applicable law. |
| 10. |
WAIVER OF JURY TRIAL. The Company and Employee each hereby agree to waive
their respective right to trial by jury in any lawsuit or cause of action
between Employee and the Company or any other member of the Group. |
| 11. |
INVALIDITY AND SEVERABILITY. If any provision of this Agreement is held
invalid or unenforceable, such invalidity or unenforceability shall not affect
the other provisions |
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of this Agreement, and, therefore, the
provisions of this Agreement are intended to be and shall be deemed severable. In
particular and without limiting the foregoing sentence, the covenants contained in
Xxxxxxxxxx 0, 0, 0, 0 xxx 0 xxxxx xx construed as an agreement independent of any other
provision of this Agreement, and any claim or cause of action by Employee, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company or any other member of the Group of such covenants. If any
restriction set forth in Paragraph 7 is found by a court of competent jurisdiction to be
unenforceable because it extends for too long a period of time or over too great a range
of activities or in too broad a geographic area, the Company and Employee agree that it is
their intention that it shall be interpreted (and that such court shall modify this
Agreement) to extend only over the maximum period of time, range of activities or
geographic areas as to which it may be enforceable. |
| 12. |
ASSIGNMENT. This Agreement may be assigned by the Company to an affiliate
of the Company or to any member of the Group or to a business entity that
succeeds to all or substantially all of the business of the Company through
merger, consolidation, corporate reorganization or by acquisition of all or
substantially all of the assets of the Company and which assumes the
Company’s obligations under this Agreement. Neither this Agreement nor any
interest herein, or any monies due or to become due hereunder, may be assigned
by Employee and any attempt by Employee to effectuate any such assignment shall
be void. |
| 13. |
FURTHER ASSURANCES. Employee will execute and deliver all such other
further instruments and documents and take such further actions as may be
necessary, in the opinion of the Company, to carry out the purposes of this
Agreement or any of the provisions herein. |
| 14. |
WAIVER OF BREACH. Any waiver by either party of a breach of any provision
of this Agreement by the other shall not operate or be construed as a waiver of
any subsequent breach by such other party of such provision or of a breach by
such other party of any other provision of this Agreement. |
| 15. |
APPLICABLE LAW. This Agreement is to be governed by and construed in
accordance with the internal laws of the State of New York. |
| 16. |
NOTICE. Any notice given pursuant to the provisions of this Agreement shall be
in writing and shall be delivered in person, by recognized overnight national
courier service or by registered or certified mail to, in the case of notices to
the Company, at its then principal executive offices (Attention: President) with
a copy to its General Counsel and, in the case of notices to Employee, at his
residence address then reflected in the personnel records of the Company (or
such other address as the party to receive notices has given by notice hereunder
to the other party). Any such notice shall become effective upon receipt |
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if
delivered personally, on the scheduled day of delivery if sent by overnight courier
service and five business days after mailed if sent by registered or certified mail. |
| 17. |
ENTIRE AGREEMENT. This Agreement, the Company’s Codes of Ethics and
business conduct and employment policies and procedures and confidentiality
agreements to which the Employee is a party contain the entire agreement of the
parties as to the subject matter hereof. This Agreement may not be changed
orally. Any waiver, change, modification, extension or discharge of any
provision of this Agreement may only be effectuated by an agreement in writing,
signed by the party against whom enforcement is sought. |
| 18. |
AMENDMENTS AND WAIVERS. Any amendment, modification or variation in terms
of this Paragraph must be in writing and signed on behalf of the Company by its
President or Executive Vice President. No other officer or employee is
authorized to amend, modify or vary this Agreement. |
If you agree with the foregoing,
please signify your acceptance by signing your name below and return the original to me.
The enclosed copy is for your records. If you have any questions, please call me.
Sincerely,
Volt Information
Sciences, Inc.
BY:__________________________
Xxxxxx X. Xxxx
President and Chief Executive Officer
I have read the foregoing and
fully understand and agree to all terms and conditions of this Agreement.
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