|
Exhibit
10.2
VOLT INFORMATION SCIENCES, INC.
2006 INCENTIVE STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
Granted December 18, 2007
This Restricted Stock Unit Agreement is entered into
as of December 18, 2007 pursuant to Article VIII 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
Units, to be settled in 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 Units and Shares .
|
|
|
(a)
|
In consideration of the services rendered and to be
rendered to Volt Information Sciences, Inc. (the
“Company”) and/or its Subsidiaries by the Participant,
the Committee hereby grants to the Participant a Restricted Stock
Unit Award as of December 18, 2007 (“Award Date”),
covering {NUMBER} Shares of the Company’s Stock (the
“Award Units”) subject to the terms, conditions, and
restrictions set forth in this Agreement. One Restricted Stock Unit
represents the right to one Share. This Award is granted pursuant
to the Plan and is subject to the terms thereof.
|
|
|
(b)
|
To the extent earned and vested as provided herein,
Restricted Stock Units will be settled by the issuance of the
earned number of Award Units pursuant to the Plan in the form of
Stock.
|
|
3.
|
Period of Restriction, Performance Period and
Earning of the Award Units .
|
|
|
(a)
|
For purposes of this Agreement, subject to earlier
earning, vesting or forfeiture as provided below, the period of
restriction (the “Period of Restriction”) applicable to
the Award Units is the period from the Award Date through the
15 th day of the third month of the Company’s
fiscal year 2016 (i.e., the 52-53 week fiscal year ending on the
Sunday in calendar year 2016 closest to October 31, 2016),
with earning of the Award Units normally being determined based on
whether aggregate net income (“Actual Aggregate Net
Income”) for its fiscal year 2007 through its fiscal year
2011 (with the “Performance Period” being the five-year
period from the beginning of the Company’s fiscal year 2007
(i.e., the fiscal year ended October 28, 2007) through the end
of its fiscal year 2011) 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 2006 (i.e., the
fiscal year ended October 29, 2006) 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)
|
Minimum and Target Growth Rates with Prorated
Earning - If the Actual Aggregate Net
Income equals or exceeds the Target Net Income, the Award Units
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 the Award Units (rounded down to
the next whole Share) shall be considered earned, subject, however,
to vesting and forfeiture as provided below; and the balance of the
Award Units, 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, the
Award
|
Units, 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)
|
Automatic 100% Earning on Change in
Control - Notwithstanding the
foregoing, except where service-based proration is required as
provided in Paragraph 3(b), if a Change in Control occurs after the
Award Date and during the Performance Period, all of the Award
Units shall be considered to be earned, subject, however, to
vesting and forfeiture as provided below.
|
All determinations regarding earning of the Award
Units under this Paragraph 3(a) shall be made and certified to in
writing by the Committee during the first 2-1/2 months following
the end of the Performance Period or at any earlier time the
Committee determines that such earning has occurred.
This Award is not intended to provide
performance-based compensation for purposes of Section 162(m) of
the Code and shall be interpreted, adjusted and administered
according to the Plan.
|
|
(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 6)
from the Award Date, then the Participant shall be entitled to earn
a service-based portion of the Award Units, 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 the Award Units
which the Participant may earn pursuant to this Paragraph 3(b)
shall be a service-based prorated number (with any fractional share
rounded down to the next whole share) of the Award Units which he
or she would have earned pursuant to Paragraph 3(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 Award Units
shall not occur until after the Performance Period has ended and
the Committee has determined the number of earned Award
Units.
|
|
|
(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) the
Participant’s willful breach of fiduciary duty by the
Participant to the Company or any of its affiliates involving
personal profit, (I) 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 affiliates.
No act, or failure to act on the part of the Participant, shall be
deemed willful unless it is done, or omitted to be done, by the
Participant in bad faith or without reasonable belief that the
Participant's action or omission was in the best interests of the
Company and its affiliates.
|
- 2 -
|
|
(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 6) 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 Participants 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.
|
|
4.
|
Vesting of Earned Award Units and Share
Issuance .
|
|
|
(a)
|
Except as otherwise provided pursuant to
Paragraph 4(b) or 4(c), the Period of Restriction shall end
with respect to 20% of the earned Award Units (rounded down to the
next whole Share) and such Award Units shall become vested, and
Shares which are freely transferable by the Participant shall be
issued to the Participant on each of the following dates provided
the Participant’s Company Service (as defined in
Paragraph 6) co
|
|
