EXHIBIT 99.2
March 16, 2006
Mr. Xxxx Xxxx
00 Xxxxxxxx Xxxxx
Xxx Xxxxxxxx, X.X. 00000
Dear Xxxx:
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 six (6)
months prior written notice (and the Company may satisfy its obligation to give
such notice by paying Employee for such six (6) months 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. |
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SCOPE
OF EMPLOYMENT. During the Term of Employment, Employee will serve as a
Senior Vice President and the Chief (Principal) Financial Officer of the
Company, reporting to the Company’s Chief Executive Officer and to the
Company’s Audit Committee, or in such other position for the Company or an
affiliate of the Company as the Company may designate (and until replaced shall
also serve as the Principal Accounting Officer of the Company). 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 |
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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) |
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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 three hundred thousand dollars ($300,000), 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) |
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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) |
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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. |
| 4. |
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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 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) |
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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) |
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Any
information concerning methods of conducting business, strategies, operations
or operating plans; or |
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(c) |
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financial
information, projected financial information, acquisition plans and strategies,
computer and software program information; or |
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(d) |
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The
names, addresses, telephone numbers or compensation rate of pay of employees;
or |
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(e) |
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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. |
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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. |
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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 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. |
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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 |
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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. |
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(b) |
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directly
or indirectly, either for Employee or for any other person, firm or
entity; |
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(1) |
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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) |
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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) |
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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. |
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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 |
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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. |
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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. |
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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 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 |
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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 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. |
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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. |
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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.
___________________________
Xxxx Xxxx |
DATE:__________________________ |
