EXHIBIT 10.01
VOLT INFORMATION SCIENCES, INC.2006 INCENTIVE STOCK PLAN
FORM OF RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Volt Information Sciences, Inc. has entered into a Restricted Stock
Agreement identical to the form attached hereto with each of the following
directors and officers on the dates indicated:
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DATE NAME
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Granted {DATE 1}
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This Restricted Stock Agreement is entered into as of {DATE 1} pursuant to
Article VII of the Volt Information Sciences, Inc. 2006 Incentive Stock Plan
(the "Plan") and evidences the grant, and the terms, conditions and restrictions
pertaining thereto, of Restricted Stock awarded to {NAME} (the "Participant").
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. Award of Shares. In consideration of the services rendered and to be
rendered to Volt Information Sciences, Inc. (the "Company") and/or its
Subsidiaries by the Participant as a member of the Board of Directors
of the Company or a Subsidiary, the Company acting through the
Committee hereby grants to the Participant a Restricted Stock Award as
of {DATE 1} ("Award Date"), covering {NUMBER} Shares of the Company's
Stock (the "Award Shares") subject to the terms, conditions, and
restrictions set forth in this Agreement. This Award is granted
pursuant to the Plan and is subject to the terms thereof.
3. Period of Restriction.
(a) For purposes of this Agreement, subject to earlier vesting or
forfeiture as provided below, the period of restriction (the
"Period of Restriction") applicable to the Award Shares
applicable to the Award Shares is as follows: (1) one year
from the Award Date with respect to one-third of the Award
Shares (with any fractional share rounded down to the next
whole share), (2) two years from the Award Date with respect
to the second on-third of the Award Shares(with any fractional
share rounded down to the next whole share), and (3) three
years from the Award Date with respect to the balance of the
Award Shares.
(b) Notwithstanding any other provision of this Agreement to the
contrary, if a Change in Control occurs after the Award Date
and during the continuation of the Participant's Company
Service (as defined in Paragraph 5), the Period of Restriction
shall end and any remaining restrictions applicable to any of
the Award Shares shall automatically terminate and the Award
Shares shall be free of restrictions and freely transferable.
(c) Except as otherwise provided pursuant to Paragraph 3(b) or 4,
the applicable portion of the Award Shares shall become freely
transferable by the Participant after the last day of its
Period of Restriction.
4. Cessation of Company Service and Vesting or Forfeiture.
(a) If the Participant's Company Service (as defined in Paragraph
5) ceases due to the Participant's death or permanent and
total disability (within the meaning of Section 22(e)(3) of
the Internal Revenue Code), any remaining Period of
Restriction applicable to the Award Shares shall automatically
terminate and the Award Shares shall be free of restrictions
and freely transferable.
(b) If the Participant's Company Service (as defined in Paragraph
5) ceases as a result of the Participant's retirement from
Board Service, the Committee, may, in its sole discretion,
waive the automatic forfeiture of any or all Award Shares
and/or may add such new restrictions to the Award Shares as it
deems appropriate.
(c) If the Participant's Company Service (as defined in Paragraph
5) ceases for any reason other than those set forth in
Paragraphs 4(a) and (b) above during the Period of
Restriction, any Award Shares still subject to restrictions at
the date of such cessation of Board Service shall be
automatically forfeited to the Company; provided, however,
that, the forgoing shall not prevent the Committee, in its
sole discretion, from waiving the automatic forfeiture of any
or all Award Shares and/or adding such new restrictions to the
Award Shares as it deems appropriate.
5. 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.
6. Voting Rights. During the Period of Restriction, the Participant may
exercise full voting rights with respect to the Award Shares by written
and timely proxy delivered as directed by the Company.
7. Dividends and Other Distributions. During the Period of
Restriction, all dividends and other distributions paid with
respect to the Award Shares (whether in cash, property or Stock)
shall be deposited with the Company as provided in Paragraph 8.
Whenever a dividend, other than a dividend payable in the form of
Stock, is declared with respect to the Award Shares, a number of
additional Award Shares shall be issued in connection therewith and
the number of such additional Award Shares shall be determined (with
any fractional share rounded down to the next whole share) by dividing
(i) the product of (A) the number of Award Shares credited to the
Participant on the related dividend record date and (B) the amount of
any cash dividend declared by the Company on a share of Stock (or, in
the case of any dividend distributable in property other than shares of
Stock, the per share value of such dividend, as determined by the
Company for purposes of Federal income tax reporting) by (ii) the Fair
Market Value on the related dividend payment date. All such dividends
and other distributions shall be considered to be Award Shares and
shall be subject to the same restrictions on transferability, earning,
vesting and forfeiture as the Award Shares with respect to which they
were paid.
8. Stock Certificates.
(a) The stock certificate(s) for the Award Shares shall be
registered on the Company's stock transfer books in the name
of the Participant in book entry or electronic form or in
certificated form as determined by the Committee. If issued in
certificated form, physical possession of the stock
certificate(s) shall be held by Company until such time as the
Period of Restriction lapses. The Participant shall provide a
duly executed stock power in blank to the Company as directed
by the Committee.
(b) Any Award Shares issued in book entry or electronic form shall
be subject to the following legend, and any certificate(s)
evidencing the Award Shares shall bear the following legend,
during the Period of Restriction:
The sale, transfer, pledge, hypothecation or other
disposition of the shares of stock represented by
this certificate, whether voluntary, involuntary, or
by operation of law, is subject to certain
restrictions on transfer set forth in the Volt
Information Sciences, Inc. 2006 Incentive Stock Plan,
in the rules and administrative procedures adopted
pursuant to such Plan, and in a Restricted Stock
Agreement. A copy of the Plan, such rules and
procedures, and such Restricted Stock Agreement may
be obtained from the Secretary of Volt Information
Sciences, Inc.
9. Withholding Taxes. The Company shall have the right to retain and
withhold the amount of taxes required by any government or
governmental authority to be withheld or otherwise deducted and paid
with respect to the Award Shares. At its discretion, the Committee may
require the Participant to reimburse the Company for any such taxes
required to be withheld by the Company and may withhold any
distribution in whole or in part until the Company is so reimbursed.
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 to retain
and withhold, or cause to be returned to it, a number of Shares having
a Fair Market Value not less than the amount of such taxes, and cancel
any such Shares so withheld or returned, in order to reimburse the
Company for any such taxes.
10. Compliance with Securities Laws. The Company covenants that it will
attempt 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 Award is outstanding and
there is no applicable exemption from registration of such Shares.
11. Administration. 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 Awards, and to require of
any person receiving Stock pursuant to this Award, at the time of such
receipt, 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 Internal
Revenue 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.
12. Governing Law. The Plan has been adopted in New York, New York and all
agreements under the Plan shall be deemed to have been entered into in
New York, New York. The Plan, and this Agreement, shall be governed,
construed, and administered in accordance with the laws of the State of
New York applicable to contracts made and to be performed solely in the
State of New York. Any dispute under the Plan, or under this Agreement,
shall be adjudicated solely and exclusively in the Courts of the State
of New York located in the borough of Manhattan, City and State of New
York, and the Federal Court for the Southern District of New York, and
no other Court shall have jurisdiction of this Plan, this Agreement,
the Award Shares, or any dispute hereunder.
13. Successors. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, heirs, and legal representatives of
the respective parties.
14. Prohibition Against Pledge, Attachment, etc. Except as otherwise
provided herein, during the Period of Restriction, the Award Shares,
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.
15. No Construction Against Any Party. This Agreement is the product of
informed negotiations between the Participant and the Company. If any
part of this Agreement is deemed to be unclear or ambiguous, it shall
be construed as if it were drafted jointly by all parties. The
Participant and the Company agree that neither party was in a superior
bargaining position regarding the substantive terms of this Agreement.
16. Severability. If any provision of this Agreement, or part thereof, is
determined to be unenforceable for any reason whatsoever, it shall be
severable from the remainder of this Agreement and shall not invalidate
or affect the other provisions of this Agreement, which shall remain in
full force and effect and shall be enforceable according to their
terms. No covenant shall be dependent upon any other covenant or
provision herein, each of which stands independently.
To evidence their agreement to the terms, conditions, and restrictions, the
Company and the Participant have signed this Agreement in the State of New York
as of the date first above written.
VOLT INFORMATION SCIENCES, INC. By:
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Its:
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PARTICIPANT:
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{NAME}