EXHIBIT 10.01
FORM OF INDEMNIFICATION AGREEMENT
Volt Information
Sciences, Inc. has entered into an Indemnification
Agreement identical to the form attached
hereto with each of the following
directors and officers on the dates
indicated:
DATE
NAME
September 6, 2005
William Shaw
September 6, 2005
Steven A. Shaw
September 6, 2005
Lloyd Frank
September 6, 2005
Bruce G. Goodman
September 6, 2005
Theresa A. Havell
September 6, 2005
Mark N. Kaplan
September 6, 2005
William H. Turner
INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (this "Agreement") is made as of the ___
day
of _________, 2005, by and between Volt
Information Sciences, Inc., a New York
corporation (the "Corporation"), and
______________________ (the "Indemnitee").
WITNESSETH:
WHEREAS, it is
essential to the Corporation to retain and attract directors
and/or officers who are the most capable
persons available;
WHEREAS,
the Indemnitee is serving or has agreed to serve as
a director
and/or officer of the Corporation and in such capacity will render valuable
services to the Corporation;
WHEREAS,
the Corporation and the Indemnitee recognize the substantial
increase in litigation and claims being asserted against directors and/or
officers;
WHEREAS,
the Corporation's By-laws (together with the Corporation's
Restated Certificate of Incorporation, the
"Constituent Documents") provide that
the Corporation will indemnify its directors and officers and will advance
expenses in connection therewith, and Indemnitee's willingness to serve as a
director and/or officer of the Corporation,
or, at the Corporation's request, to
serve any Other Enterprise (as defined in
Paragraph 2(e)) in any
capacity, is
based in part on Indemnitee's reliance on
such provisions;
WHEREAS,
in recognition of
Indemnitee's need for
substantial
protection
against personal liability in order to
encourage Indemnitee's
continued service
to the Corporation or, at the Corporation's
request, any Other Enterprise, in an
effective manner, and Indemnitee's
reliance on the
aforesaid provisions
of the
Constituent Documents, and to provide Indemnitee with express contractual
indemnification (regardless of, among other things, any amendment to or
revocation of such provisions or any change in the composition of the
Corporation's Board of Directors (the "Board")
or any acquisition,
disposition
or other business combination transaction involving or relating to the
Corporation), the Corporation wishes to provide in this Agreement for the
indemnification of Indemnifiable Losses (as defined in Paragraph
2(d)) and the
advancement of Expenses (as defined in
Paragraph 2(c)) to Indemnitee as set
forth in this Agreement and, to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Corporation's directors' and
officers' liability insurance policies.
<PAGE>
NOW, THEREFORE,
in consideration of the Indemnitee's continued service as a
director and/or officer of the Corporation, the Corporation and Indemnitee
do
hereby agree as follows:
1. Agreement to Serve. Indemnitee agrees to continue to serve as a
director and/or officer of the Corporation for so long as he or she
is
duly elected or
appointed or until such earlier time as he or she
tenders his or her
resignation in
writing. This
provision is not a
guarantee of employment or service.
2. Certain Definitions. In addition to terms defined
elsewhere herein,
the following
terms have the
following meanings when used in this
Agreement:
(a) The term
"Affiliate"
has the meaning given
to that term in Rule
405 under the
Securities
Act of 1933,
as amended; provided,
however, that for
purposes of this Agreement the Corporation and
its subsidiaries will
not be deemed to constitute Affiliates of
any Indemnitee.
(b) The term
"Claim" means any threatened, pending or completed
action, suit
or proceeding (whether civil, criminal,
administrative,
arbitrative,
investigative or
other), whether
instituted by or in
the right of the
Corporation
or any other
Person, or any inquiry
or investigation,
whether instituted
by
the Corporation or any other Person in which Indemnitee is or
was
a party or is
threatened
to be made a party
or in good
faith
believes might lead to the institution of any such action,
suit
or proceeding, by
reason of the fact that Indemnitee is or was a
director,
officer, employee or agent of the
Corporation (or any
subsidiary of
the Corporation), or is or was serving at the
request of the
Corporation as a
director, officer, employee,
member, manager,
trustee, agent or fiduciary (or in any other
capacity) of an Other Enterprise.
(c) The term
"Expenses"
includes all
attorneys' and
experts' fees,
expenses and
charges and all other costs, expenses and
obligations, paid or
incurred in connection with investigating,
defending, or participating (as a party, a witness, or
otherwise)
in (including on appeal), or preparing to defend or
participate
in, any
Claim
or otherwise establishing a right to
indemnification under this Agreement.
(d) The term "Indemnifiable Losses" means any and all Expenses,
damages, losses,
liabilities,
judgments,
fines, penalties
and
amounts paid
or payable in settlement (including, without
limitation, all
interest, assessments
and other charges paid or
payable in connection with or in respect of any of the
foregoing,
including any excise taxes assessed on Indemnitee with respect
to
any employee
benefit plan), relating to, resulting from or
arising out of any act
or failure to act by the Indemnitee, or
his or her status as any person referred to in clause (i) of
this
sentence, (i) in his
or her capacity
as a director, officer,
employee or agent of the Corporation or any of its
Affiliates or
as a director, officer, employee, member, manager, trustee,
agent
or fiduciary (or in any other capacity) of any Other
Enterprise
as to which the Indemnitee is or was serving at the
Corporation's
request and (ii)
in respect of any business, transaction or other
activity of
any entity referred to in clause (i) of this
sentence.
<PAGE>
(e) The term "Other
Enterprise" shall mean
any corporation,
limited
liability company,
partnership,
joint venture,
trust or other
entity or enterprise,
whether or not for profit, or any employee
benefit plan.
(f) The term "to serve
at the Corporation's
request" shall mean
any
service as
a director, officer, employee or agent of the
Corporation which
imposes duties on, or involves
services by,
such Person as a director, officer, partner, member, manager,
employee, trustee,
agent or fiduciary (or in any other capacity)
with respect to any Other Enterprise.
(g) The term "Person"
shall mean any individual, governmental entity
or Other Enterprise.
(h) The term "not
opposed to the best
interests of the
Corporation"
shall include
action taken in good faith and in a manner the
person acting
reasonably
believed to be in the
interest of the
Corporation or
its shareholders or the participants and
beneficiaries of an employee benefit plan.
3. General Indemnification. The
Corporation shall indemnify Indemnitee in
accordance with
the provisions of this Paragraph 3 against all
Expenses actually and reasonably incurred by Indemnitee in
connection
with the defense or settlement of any Claim; provided, however, that
no indemnification
for Expenses shall be
made under this Paragraph 3
in respect
of any Claim if a
judgment or other
final adjudication
adverse to
Indemnitee
establishes
that (i) his or her acts were
committed in bad faith
or were the result of
active and
deliberate
dishonesty and, in
either case, were
material to the cause of action
so adjudicated,
or (ii) he or she personally gained in fact a
financial profit or other advantage to which he or she was not
legally
entitled unless and
only to the extent
that the court in
which such
Claim was brought, or, if no action was brought, any court of
competent jurisdiction
determines upon
application that, despite the
adjudication of liability but in view of all the circumstances of the
case, Indemnitee is
fairly and reasonably
entitled to indemnity
for
the Expenses
and the amount of the
Indemnifiable
Losses which the
court shall deem proper.
4. Indemnification of Expenses
of Successful Party.
Notwithstanding
any
other provision of this Agreement, to the extent that Indemnitee
has
been successful on the
merits or otherwise,
in defense of any Claim,
Indemnitee shall be
indemnified
against all
Expenses actually and
reasonably incurred by
Indemnitee
in connection therewith to the
fullest extent permitted by New York Law.
5. Advances of Expenses.
The Indemnitee's
right to indemnification in
Paragraph 3 of this Agreement shall include the right of Indemnitee
to
receive an
advance from the Corporation of any Expenses. If so
requested by Indemnitee, the Corporation will advance within 45 days
of such request any and all Expenses to Indemnitee which Indemnitee
reasonably determines
likely to be payable;
provided, however,
that
Indemnitee will
return, without
interest, any such advance which
remains unspent
at the final conclusion of the Claim to which the
advance related; and provided, further, that all amounts advanced in
respect of such
Expenses shall be repaid to the Corporation by
Indemnitee if it shall ultimately be determined in a final judgment
or
as provided in
Paragraph 7, that
Indemnitee
is not entitled to be
indemnified for such
Expenses. This
undertaking by
Indemnitee is an
unlimited general
undertaking
but no security for
such undertaking
will be required.
6. Indemnification for Additional Expenses. Without limiting the
generality or effect of the foregoing, the Corporation will indemnify
Indemnitee against
and, if requested by
Indemnitee,
will within 45
days of such request advance to Indemnitee, any and all Expenses paid
or incurred by
Indemnitee in
connection with any
Claim asserted or
brought by Indemnitee for (i) indemnification or advance payment of
Expenses by
the Corporation under this Agreement or any other
agreement or under any
provision of the Corporation's Constituent
Documents now
or hereafter in effect relating to Claims for
Indemnifiable Losses
and/or (ii) recovery
under any directors'
and
officers' liability
insurance policies maintained by the Corporation,
regardless of
whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or
insurance
recovery, as the case may be.
<PAGE>
7. Right of Indemnitee to
Indemnification
Upon Application; Procedure
Upon Application.
(a) Subject to
Paragraph 8 of this Agreement, Indemnitee will be
presumed to be entitled to indemnification under this Agreement.
The burden
of proving that indemnification or advances of
Expenses are not appropriate shall, to the extent permitted by
law, be on the Corporation.
(b) Any indemnification under Paragraph 3 shall be paid by the
Corporation no later
than 45 days after
receipt of the
written
request of Indemnitee, unless a determination is made within
said
45-day period by (i) the Board of Directors by a majority vote
of
directors who are not
and were not parties to the Claim in
respect of which indemnification is being sought ("Disinterested
Directors"), (ii) a committee of the Board of Directors
comprised
of Disinterested
Directors or (iii) independent legal counsel in
a written opinion, that Indemnitee has not met the relevant
standards for indemnification set forth in this Agreement. In
any
such case, the
Corporation
shall send prompt
written notice to
the Indemnitee
of such determination. If requested by the
Indemnitee in writing,
any such determination
shall be made by
independent
legal counsel
not previously employed by the
Corporation or any Affiliate thereof.
(c) Indemnitee
will be entitled to a hearing before the Board of
Directors of Corporation or the Disinterested Directors and/or
any other person or persons making a determination and
evaluation
under Paragraph
7(b).
Indemnitee
will be entitled to be
represented by
counsel at such hearing. The cost of any
determination and
evaluation under
Paragraph 7(b) (including
attorneys' fees and
other expenses
incurred by
Indemnitee
in
preparing for and attending the hearing contemplated by
Paragraph
7 and otherwise in connection with the determination and
evaluation under Paragraph 7) will be borne by the Corporation.
(d) The right to indemnification or advancement of Expenses as
provided by this Agreement shall be enforceable by Indemnitee
in
any court of competent
jurisdiction. Neither
the failure of the
Corporation (including
its Board of
Directors or independent
legal counsel)
to have made a determination prior to the
commencement of
such action that Indemnitee has met the
applicable standard of conduct nor an actual determination by
the
Corporation (including
its Board of
Directors or independent
legal counsel) that Indemnitee has not met such standard shall
be
a defense to the action or create a presumption that Indemnitee
has not met the
applicable standard
of conduct. Indemnitee's
Expenses actually and
reasonably
incurred in
connection
with
successfully
establishing his or her right to indemnification or
advances, in whole or
in part, shall also be
indemnified by the
Corporation.
(e) With respect to
any Claim for which indemnification is requested,
the Corporation
will be entitled to
participate therein at
its
own expense
and, except as otherwise provided below, the
Corporation may
assume the defense ther
