EXHIBIT 10.4(b)
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
--------------------------------------------------------------------------------
January 9, 2007
Jerome Shaw
--------------------------------------------------------------------------------
January 9, 2007
Howard B. Weinreich
--------------------------------------------------------------------------------
January 9, 2007
Thomas Daley
--------------------------------------------------------------------------------
January 9, 2007
Daniel G. Hallihan
--------------------------------------------------------------------------------
January 9, 2007
Jack Egan
--------------------------------------------------------------------------------
January 9, 2007
Ludwig M. Guarino
--------------------------------------------------------------------------------
January 9, 2007
Ronald M. Kochman
--------------------------------------------------------------------------------
January 9, 2007
Louise Ross
--------------------------------------------------------------------------------
INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (this "Agreement") is made as of the ___
day
of _________, 2007, 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;
<PAGE>
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.
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
<PAGE>
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.
(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.
<PAGE>
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
<PAGE>
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.
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
<PAGE>
legal counsel) that
Indemnitee
has not met such
standard shall be a
defense to the action or create a presumption that Indemnitee has
