VOLT INFORMATION SCIENCES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT

1.

Capitalized Terms. Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

2.

Grant of Option. In consideration of the services rendered to Volt Information Sciences, Inc. (the “Company”) and/or its Subsidiaries by the Participant as an Employee of the Company or a Subsidiary, the Company hereby grants to the Participant an Option to purchase all or any part of a total of {NUMBER} Shares of the Company’s Stock (sometimes referred to as “Shares under Option”) at a price of ${PRICE} per Share (“Option Price”). This Option is granted as of December 18, 2007 (“Award Date”). This Option is granted pursuant to the Plan and is subject to the terms thereof.

3.

Term.

(a)

Normal Term. The term of this Option is ten (10) years, until December 17, 2017; provided, however, that this Option may be terminated earlier as provided below.

(b)

Early Termination. This Option will terminate earlier than the time provided in Paragraph 3(a) upon any of the following events as provided below:

(i)

Death. If the Participant dies while employed by the Company or one of its Subsidiaries, this Option will terminate one year after the death of the Participant to the extent earned and vested at such time and will terminate one year after the Option becomes earned and vested to the extent not earned and vested at such time.

(ii)

Disability. If the Participant’s employment with the Company or one of its Subsidiaries terminates on account of the Participant’s Disability (as defined in Paragraph 5(c)), this Option will terminate one year after such cessation of the Participant’s employment to the extent earned and vested at such time and will terminate one year after the Option becomes earned and vested to the extent not earned and vested at such time.

(iii)

Other Cessation of Company Service.

(A)

If the Participant’s employment with the Company or one of its Subsidiaries is terminated at the Company’s or a Subsidiary’s instigation for Cause (as defined in Paragraph 5(c)), this Option will terminate on the date the Participant’s termination of employment.

(B)

If the Participant’s employment with the Company or one of its Subsidiaries is terminated at the Company’s or a Subsidiary’s instigation other than for Cause or Disability (as defined in Paragraph 5(c)), this Option will terminate six months after such termination of the Participant’s employment to the extent earned and vested at such time and will terminate six months after the Option becomes earned and vested to the extent not earned and vested at such time.

4.

Exercise.

(a)

Exercisability. For purposes of this Agreement, this Option, or a portion thereof, must be both earned and vested in order for this Option, or such portion, to be exercisable and any exercise must occur before the expiration of the term of this Option.

(b)

By Whom Exercisable. During the Participant’s lifetime, this Option may be exercised only by the Participant or, where this Option has been transferred to a family member, family trust or family partnership pursuant to Paragraph 10, the family member, the trustee of the family trust or the general partner of the family partnership. To the extent this Option has not been transferred to a family member, family trust or family partnership pursuant to Paragraph 10, if the Participant dies prior to the expiration date of this Option without having exercised this Option as to all of the Shares covered thereby for which rights have not been transferred, this Option may be exercised, to the extent of the Shares with respect to which this Option could have been exercised by the Participant immediately prior to his or her death, by the estate or a person who acquired the right to exercise this Option (or untransferred portion thereof) by bequest or inheritance from, or by reason of the death of, the Participant. To the extent this Option has been transferred to a family member pursuant to Paragraph 10 and the transferee family member dies prior to the expiration date of this Option without having exercised this Option as to all of the Shares covered thereby, the transferred portion of this Option may be exercised, to the extent of the Shares with respect to which this Option could have been exercised by the family member if such family member were still living, by the transferee family member’s estate or a person who acquired the right to exercise this Option by bequest or inheritance from, or by reason of the death of, the transferee family member. To the extent this Option has been transferred to a family trust or family partnership pursuant to Paragraph 10 and the family trust or family partnership has terminated or otherwise distributed this Option to its beneficiaries or partners prior to the expiration date of this Option without having exercised this Option as to all of the Shares covered thereby, the transferred portion of this Option may be exercised, to the extent of the Shares with respect to which this Option could have been exercised by the trustee of the family trust or general partner of the family partnership if the family trust or family partnership were still in existence, by the person who acquired the right to exercise this Option by distribution from the family trust or partnership.

(c)

Exercise. This Option shall be exercised by delivery on any business day to the Company of a Notice of Exercise in the form attached to this Agreement accompanied by payment of the Option Price as provided in Paragraph 9 and payment in full, to the extent required by Paragraph 15, of the amount of any tax the Company is required to withhold as a result of such exercise.

5.

Earning of this Option.

(a)

Subject to earlier earning or forfeiture as provided below, all or part of this Option shall normally become earned as follows based on whether aggregate net income (“Actual Aggregate Net Income”) for the Company’s fiscal year 2008 (i.e., the 52-53 week fiscal year beginning October 29, 2007) through its fiscal year 2012 (i.e., the 52-53 week fiscal year ending on the Sunday in calendar year 2012 closest to October 31, 2012), with the “Performance Period” being the five-year period from the beginning of the Company’s fiscal year 2008 through the end of its fiscal year 2012, equals or exceeds the Target Net Income, where aggregate net income and Target Net Income are determined without the effect of discontinued operations and dispositions of business segments, non-recurring items, material extraordinary items that are both unusual and infrequent, special charges, and/or accounting changes and as determined in accordance with generally accepted accounting principles applied in the United States of America, as reported in the Company’s annual report to shareholders and as the same may be adjusted for any earnings restatement. The “Target Net Income” is a cumulative projected net income amount for the Performance Period equal to the Company’s net income for its fiscal year 2007 (i.e., the fiscal year ended October 28, 2007) increased for each year in the Performance Period at the target compound annual growth rate (the “Target Growth Rate”) determined as provided as follows:

(i)

If the Actual Aggregate Net Income equals or exceeds the Target Net Income, this Option shall be considered earned in full, subject, however, to vesting and forfeiture as provided below. If the Actual Aggregate Net Income equals or exceeds the Minimum Net Income but is less than the Target Net Income, one-half of this Option (rounded down to the next whole Share) shall be considered earned, subject, however, to vesting and forfeiture as provided below; and the balance of this Option, and rights associated therewith, shall be forfeited as of the last day of the Performance Period. If the Actual Aggregate Net Income is less than the Minimum Net Income, this Option, and rights associated therewith, shall be forfeited as of the last day of the Performance Period. The Target Growth Rate is 20%; and the Minimum Net Income is the amount calculated on the same basis as the Target Net Income except that the Minimum Growth Rate is substituted for the Target Growth Rate. The Minimum Growth Rate is 15% per year.

(ii)

Notwithstanding the foregoing, except where service-based proration is required as provided in Paragraph 5(b), if a Change in Control occurs after the Award Date and during the Performance Period, this Option shall be considered to be earned in full, subject, however, to vesting and forfeiture as provided below.

(b)

If any of the following events occurs after the Award Date, during the Performance Period and while the Participant is in continuous Company Service (as defined in Paragraph 8) from the Award Date, then the Participant shall be entitled to earn a service-based portion of this Option, subject, however, to vesting and forfeiture as provided below: (i) the Participant dies, (ii) the Participant is terminated by the Company without Cause or (iii) the Participant’s employment ceases due to his or her Disability. The portion of this Option which the Participant may earn pursuant to this Paragraph 5(b) shall be a service-based prorated number (with any fractional share rounded down to the next whole share) of the Shares under Option which he or she would have earned pursuant to Paragraph 5(a) had he or she remained employed by the Company through the end of the Performance Period or until the occurrence of a Change in Control, as applicable. The service-based proration shall be determined by a fraction (not to exceed one), the numerator of which is the number of whole and partial calendar months in the Performance Period during which the Participant was continuously in Company Service and the denominator is the number of whole and partial calendar months in the Performance Period. Except in the event of a Change in Control (in which case the determination will be made assuming the Actual Aggregate Net Income equals or exceeds the Target Net Income), the determination of the number of earned Shares under Option shall not occur until after the Performance Period has ended and the Committee has determined the number of earned Shares under Option.

(c)

For purposes of this Agreement:

(i)

“Cause” means (A) embezzlement by the Participant, (B) misappropriation by the Participant of funds of the Company or any of its affiliates, (C) the Participant’s conviction of a felony, (D) the Participant’s commission of any other act of dishonesty which causes material economic harm to the Company or any of its affiliates, (E) acts of fraud or deceit by the Participant which cause material economic harm to the Company or any of its affiliates, (F) the Participant’s material breach of any provision of any employment agreement between the Participant and the Company or any of its affiliates, (G) failure by the Participant to substantially perform the Participant's duties for the Company or any of its affiliates, (H) willful breach of fiduciary duty by the Participant to the Company or any of its affiliates involving personal profit, (I) the Participant’s significant violation of Company policy of which the Participant is made aware (or the Participant should reasonably be expected to be aware) or other contractual, statutory or common law duties to the Company or any of its affiliates, (J) the Participant’s conduct which is or creates a Material Adverse Action or (K) the Participant’s engaging in Competition with the Company or any of its

(ii)

“Competition” means the Participant’s engaging, without the written consent of the Board of Directors of the Company or a person authorized thereby, in an activity as an officer, a director, an employee, a partner, a more than one percent shareholder or other owner, an agent or a consultant, or in any other individual or representative capacity, in any geographic locale in which the headquarters or any branch office of the Company or any affiliate of the Company is located or operates (unless the Participant’s duties, responsibilities and activities, including supervisory activities, for or on behalf of such activity, are not related in any way to such competitive activity) if it involves: (A) engaging in or entering into any business activity in which the Company or any affiliate of the Company is actively engaged at the time, or during the one year period ending on the date, the Participant’s Company Service (as defined in Paragraph 8) ceases, (B) soliciting or contacting, either directly or indirectly, any of the customers or clients of the Company or any or any affiliate of the Company for the purpose of competing with the products or services provided by the Company or any affiliate of the Company, or (C) employing or soliciting for employment any employees of the Company or any affiliate of the Company for the purpose of competing with the Company or any affiliate of the Company.

(iii)

“Disability” means the Participant becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Code.

(iv)

“Material Adverse Action” means an act or omission to act which in the sole and absolute judgment of the Committee is actually or potentially materially injurious to the finances, reputation or operations of the Company or any affiliate of the Company.

6.

Vesting of this Option.

(a)

Except as otherwise provided pursuant to Paragraph 6(b) or 6(c), 25% of the earned portion of this Option (rounded down to the next whole Share) shall become vested on each of the following dates provided the Participant’s Company Service (as defined in Paragraph 8) continues until the applicable date and no Cause for the Participant’s termination of employment by the Company exists at the applicable date: (i) the 15^th day of the third month of the Company’s fiscal year 2013, (ii) the 15^th day of the third month of the Company’s fiscal year 2014, (iii) the 15^th day of the third month of the Company’s fiscal year 2015 and (iv) the 15^th day of the third month of the Company’s fiscal year 2016.

(b)

Notwithstanding the foregoing, if after the Award Date and while the Participant is in continuous Company Service (as defined in Paragraph 8) from the Award Date to the date either (i) the Participant is terminated by the Company without Cause or (ii) the Participant’s employment ceases due to his or her Disability, 25% of earned portion of this Option (rounded down to the next whole Share) shall become vested on each of the following dates after his or her cessation of Company Service provided the Participant has not engaged in conduct which is a Material Adverse Action or Competition with the Company or any affiliate of the Company through the applicable date: (i) the 15^th day of the third month of the Company’s fiscal year 2013, (ii) the 15^th day of the third month of the Company’s fiscal year 2014, (iii) the 15^th day of the third month of the Company’s fiscal year 2015 and (iv) the 15^th day of the third month of the Company’s fiscal year 2016.

(c)

Notwithstanding the foregoing, if a Change in Control occurs, or a Participant dies, after the Award Date and prior to the applicable vesting date under Paragraph 6(a) or (b), all of the earned portion of this Option then remaining unvested and unforfeited shall be considered to be vested, provided the Participant has not engaged in conduct which is a Material Adverse Action or Competition with the Company or any affiliate of the Company through the date of his or her death. Except in the event of a Change in Control,

7.

Forfeiture.

(a)

If the Participant’s Company Service (as defined in Paragraph 8) ceases for any reason other than those under which actual or future potential earning of this Option is provided as set forth in Paragraph 5 and/or actual or potential vesting of this Option is provided as set forth in Paragraph 6, the portion of this Option, and the Shares under Option associated therewith, which are unvested, are not subject to possible earning under Paragraphs 5(a) and (b) and/or vesting under Paragraphs 6(b) or (c) at the date of such cessation of Company Service (after taking into account any vesting provided in connection with such cessation of employment) shall be automatically forfeited to the Company and shall cease to be and to provide Option rights under the Plan.

(b)

If or to the extent this Option is not earned pursuant to Paragraph 5 during or as of the end of the Performance Period, the unearned portion of this Option, and the Shares under Option associated therewith, (to the extent not so earned) shall be forfeited and shall cease to be and to provide Option rights under the Plan.

(c)

If or to the extent, at the end of the time provided for vesting (based on the applicable circumstances), this Option has not otherwise become vested pursuant to Paragraph 6, the unvested portion of this Option, and the Shares under Option associated therewith, (to the extent not so vested) shall be forfeited and shall cease to be and to provide Option rights under the Plan.

8.

Company Service.

(a)

For purposes hereof, “Company Service” means service as an Employee and/or Non-Employee Director. Notwithstanding any contrary provision or implication herein, in determining cessation of Company Service for purposes hereof, transfers between the Company and/or any Subsidiary shall be disregarded and shall not be considered a cessation of Company Service, and changes in status between that of an Employee and a Non-Employee Director shall be disregarded and shall not be considered a cessation of Company Service.

(b)

Nothing under the Plan or in this Agreement shall confer upon the Participant any right to continue Company Service or in any way affect any right of the Company to terminate the Participant’s Company Service without prior notice at any time for any or no reason.

9.

Payment of Option Price. The Option Price will be payable in full upon exercise of this Option to purchase Shares, and such Option Price may be paid either in cash, or in Shares of Stock (which shall be valued for such purpose at the Fair Market Value of such Stock for the date of exercise or, if not traded on the date of exercise, on the most recent day on which the Stock was traded preceding the date of exercise), or in a combination of cash and Stock. Payment hereunder may also be made in accordance with any broker-assisted cashless exercise procedures approved by the Company and as in effect from time to time.

10.

Transferability. This Option may not be transferred by the Participant except by will or by the laws of descent and distribution or by a transfer, in whole or in part, without consideration by gift to a member or members of the Participant’s “immediate family,” as such term is defined under Exchange Act Rule 16a-l(e), or to a trust for the benefit solely of a member or members of the Participant’s immediate family, or to a partnership or other entity whose only owners are members of the Participant’s family. For purposes hereof, “family member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee) or a trust in which these persons have more than fifty percent of the beneficial interest. No transfer of this Option in whole or in part

11.

Compliance with Securities Laws. The Company agrees that it will use its best efforts to maintain an effective registration statement with the Securities and Exchange Commission covering the Shares of Stock of the Company, which are the subject of and may be issued pursuant to this Agreement, at all times during which this Option is exercisable and there is no applicable exemption from registration of such Shares; provided, however, that this Option shall not be exercisable for Stock at any time if its exercise would cause the Company to be in violation of any applicable provisions of the federal or state securities law.

12.

Administration of Plan. The Plan is administered by a Committee appointed by the Company’s Board of Directors. The Committee has the authority to construe and interpret the Plan, to make rules of general application relating to the Plan, to amend outstanding options, and to require of any person exercising this Option, at the time of such exercise, the execution of any paper or the making of any representation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any state, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay or have paid any such sum that the Committee shall, in its discretion, deem necessary by reason of the Code or any rule or regulation thereunder or by reason of the tax laws of any state. All such Committee determinations shall be final, conclusive, and binding upon the Company and the Participant.

13.

Capital Adjustments. The number and class of Shares of Stock covered by this Option, and the Option Price thereof, will be subject to an appropriate and equitable adjustment, as determined by the Committee pursuant to the Plan, in order to retain the economic value or opportunity to reflect any stock dividend, stock split, recapitalization, merger, consolidation, reorganization, reclassification, combination, exchange of shares or similar event in which the number or class of Shares is changed without the receipt or payment of consideration by the Company.

14.

Rights as a Shareholder. The Participant, or a transferee of this Option, shall have no rights as a shareholder with respect to any Shares subject to this Option until the date of the exercise of this Option for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date of such exercise, except as provided in Paragraph 13.

15.

Withholding Taxes. The Company, or one of its Subsidiaries, shall have the right to withhold any federal, state or local taxes required to be withheld by law with respect to the exercise of this Option. The Participant will be required to pay the Company, as appropriate, the amount of any such taxes which the Company, or one of its Subsidiaries, is required to withhold. In lieu thereof, the Company shall have the right to withhold from any other cash amounts due to or to become due from the Company to the Participant an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes; or, with the consent of the Committee, to retain and withhold a number of Shares of Stock having a Fair Market Value on the date of exercise not less than the amount of such taxes, and cancel any such Shares so withheld, in order to reimburse the Company for any such taxes.

16.

Governing Law; Jurisdiction and Venue.

(a)

The Plan has been adopted in New York, New York and this Agreement shall be deemed to have been entered into in New York, New York.

(b)

It is contemplated that the Award Units constitute nonqualified deferred compensation subject to Section 409A of the Code. It is intended that this Agreement and applicable Plan provisions shall be administered and interpreted in a manner consistent with Section 409A of the Code and related Treasury guidance.

17.

Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs, and legal representatives of the respective parties.

18.

Prohibition Against Pledge, Attachment, etc. Except as otherwise provided herein, this Option, and the rights and privileges conferred hereby, shall not be transferred, assigned, pledged or hypothecated in any way and shall not be subject to execution, attachment or similar process.

19.

Not Intended to be an Incentive Stock Option. This Option is not intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the provisions hereof shall be construed consistent with that intent.

VOLT INFORMATION SCIENCES, INC.

By:____________________________________________

Its:____________________________________________

Number of Shares -

Option Price per Share -

$

Total Option Price - $

Address:

Social Security Number:

Date:

Name -

Address -

SSN or EIN -

(Date)

(Signature)