VOLT INFORMATION SCIENCES, INC. (Form: 8-K, Received: 12/26/2007 16:31:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 18, 2007

VOLT INFORMATION SCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York

1-9232

13-5658129

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

560 Lexington Avenue, New York, New York

10022

(Address of Principal Executive Offices)

(Zip Code)

(212) 704-2400

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4 (c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Pursuant to the terms of the 2006 Incentive Stock Plan, as amended (the "Plan"), on December 18, 2007, the Compensation Committee approved grants of non-qualified stock options to certain officers to purchase shares of the Company's common stock, par value $.10 per share (the "Company Common Stock"), at a price of $13.32 per share, representing the closing price of the Company Common Stock as reported on the New York Stock Exchange on December 18, 2007, which the Board determined to be the fair market value of the Company Common Stock on the date of grant. In addition, the Compensation Committee approved a grant to certain officers of restricted stock units. The stock options and restricted stock units were granted for the purpose of more closely aligning the interests of the grantees with the interests of the Company's stockholders and providing an increased incentive for those individuals to work for the Company's long-term success. The Named Executive Officers (taken from the Company's Proxy Statement dated February 28, 2007) who received non-qualified stock options and/or restricted stock units are identified below.

Name	Restricted Stock Units				Stock Options
	Option 1	Option 2		Total
Steven A. Shaw President and Chief Executive Officer	10,000		10,000	20,000	20,000
Howard B. Weinreich Senior Vice President and General Counsel	3,000		4,500	7,500	3,000
Jack Egan Senior Vice President and Chief Financial Officer	3,000		4,500	7,500	3,000
Thomas Daley Senior Vice President	1,500		4,500	6,000	3,000

The restricted stock units were granted in two groups. Under Option 1, if a certain performance goal is met, the restricted stock units awarded will be considered earned in full but if the performance goal is not met, the restricted stock units awarded will be forfeited. Option 2 has the same terms as those of Option 1, except that if the Company's performance falls short of the performance goal but exceeds a certain minimum performance threshold, one-half of the restricted stock units will be considered earned and the balance will be forfeited. The performance goal for Option 1 was set at the target growth rate of 10% per year. The performance goal and the minimum performance threshold in Option 2 were set at target growth rates of 20% and 15%, respectively. The earned portion of restricted stock units will vest in five

equal annual installments beginning on the 15 ^th day of the third month of the Company's fiscal year 2012, provided that the participants continue to serve until the applicable date and no cause for the termination of employment exists at the applicable date. If a change in control occurs, all of the restricted stock units will be considered to be earned, subject to vesting, forfeiture and pro-ration as provided in the Restricted Stock Unit Agreements.

The non-qualified stock options expire on December 17, 2017. Such stock options will be considered earned in full if the performance goal described below is met. If such performance goal is not met but the Company’s performance exceeds the minimum performance threshold described below, one-half of the options will be considered earned and the balance will be forfeited. If the Company's performance falls short of the minimum performance threshold, the options will be forfeited. The performance goal and the minimum performance threshold were set at the target growth rates of 20% and 15%, respectively. The earned portion of non-qualified stock options will vest in four equal annual installments beginning on the 15 ^th day of the third month of the Company's fiscal year 2013, provided that the participants continue to serve until the applicable date and no cause for the termination of employment exists at the applicable date. If a change in control occurs, all of the non-qualified stock options will be considered to be earned, subject to vesting, forfeiture and pro-ration as provided in the Non-Qualified Stock Option Agreements.

The foregoing description of restricted stock units and non-qualified stock options is a summary only and is qualified in its entirety by reference to the full text of Restricted Stock Unit Agreements and Non-qualified Stock Option Agreements, as applicable, the forms of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and are incorporated into this Item 5.02 by reference.

On December 18, 2007, the Compensation Committee also approved an increase in the base salary of Steven A. Shaw, President and Chief Executive Officer, from $520,000 to $575,000, effective January 1, 2008.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) The New York Stock Exchange ("NYSE") has adopted a requirement that all listed companies must become "DRS Eligible" by January 1, 2008. A DRS permits an investor's ownership to be recorded on the books of the issuer without the issuance of a physical stock certificate. Issuers do not have to participate in DRS at this time, but must be declared eligible. Although the Company has decided that it will not participate in DRS at this time, on December 18, 2007, the Board of Directors of the Company amended the Company's Bylaws, effective the same day, to permit book entry ownership of shares, in order for the Company to become "DRS Eligible".

To effect such amendment Article 5 (Shares) of the Corporation’s By-laws was deleted in its entirety and amended to read as follows:

5.1

Certificates: The shares of the Corporation shall be represented by certificates in the form approved by the Board of Directors. These shares shall be transferable on the Corporation’s books, upon surrender of the certificate for the shares properly endorsed. The Board of Directors may require satisfactory surety before issuing a new certificate claimed to have been lost or destroyed.

5.2

Book-Entry System for Share Ownership. Notwithstanding the foregoing, the Corporation may issue shares of stock in the form of uncertificated shares. Such uncertificated shares of stock shall be credited to a book-entry account maintained by the Corporation (or its designee) on behalf of the shareholders.

5.3

Direct Registration Program. Notwithstanding the foregoing, the shares of stock of the Corporation shall be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17(A) of the Securities Exchange Act of 1934, as amended.

5.4

Determination of Shareholders of Record. The Board of Directors may fix, in advance, a date as the record date for the determination of shareholders entitled to notice of or to vote at any meeting of the shareholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.

The Company’s Bylaws, as amended through December 18, 2007, are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 9.01

Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits:

3.2

Bylaws of Volt Information Sciences, Inc., as amended through December 18, 2007

10.1

Form of Restricted Stock Unit Agreement (Option 1)

10.2

Form of Restricted Stock Unit Agreement (Option 2)

10.3

Form of Non-Qualified Stock Option Agreement

S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VOLT INFORMATION SCIENCES, INC.

Date: December 26, 2007

By:

/s/ Howard B. Weinreich

Howard B. Weinreich

Senior Vice President & General Counsel

EXHIBIT INDEX

3.2

Bylaws of Volt Information Sciences, Inc., as amended through December 18, 2007

10.1

Form of Restricted Stock Unit Agreement (Option 1)

10.2

Form of Restricted Stock Unit Agreement (Option 2)

10.3

Form of Non-Qualified Stock Option Agreement

Exhibit 3.2

BY-LAWS

VOLT INFORMATION SCIENCES, INC.

MEETINGS OF SHAREHOLDERS

1.1 Annual Meeting: The annual meeting of shareholders shall be held on the third Thursday of March in each year, or as soon thereafter as practicable, and shall be held at a place and time determined by the Board of Directors (the “Board”).

1.2 Special Meetings: Special meetings of the shareholders may be called by resolution of the Board or by the President, and shall be called by the President or the Secretary upon the written request (stating the purpose or purposes of the meeting) of a majority of the directors then in office. Only business related to the purposes set forth in the notice of the meeting may be transacted at a special meeting.

1.3

Place of Meetings: Meetings of the shareholders may be held in or outside New York State.

1.4 Notice of Meetings; Waiver of Notice: Written notice of each meeting of shareholders shall be given to each shareholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any shareholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given except when required by law. Each notice of meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting shall state at whose direction the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a shareholder at his address on the Corporation’s records. The attendance of any shareholder at a meeting, without protesting before the end of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by him.

1.5 Quorum: The presence in person or by proxy of the holders of 35% of the shares entitled to vote shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority in voting interest of those present or, in the absence of all the shareholders, any officer entitled to preside at or to act as secretary of the meeting, may adjourn the meeting until a quorum is present. At any adjourned meeting at which a quorum is present, any action may be taken which might have been taken at the meeting as originally called.

1.6 Voting Proxies: Each shareholder of record may attend meetings and vote either in person or by proxy. Corporate action to be taken by shareholder vote, other than the election of directors, shall be authorized by a majority of the votes cast at a meeting of shareholders, except as otherwise provided by law. Directors shall be elected in the manner provided in Section 2.1 of these By-Laws. Voting need not be by ballot unless requested by a shareholder at the meeting or ordered by the chairman of the meeting. Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after eleven months from its date unless it provides otherwise.

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1.7 Inspectors of Election: The Board shall have the power to appoint two persons (who need not be shareholders) to act as inspectors of election at each meeting of shareholders. If there are not two inspectors present, ready and willing to act, the chairman presiding at any meeting may appoint a temporary inspector or inspectors to act at such meeting. No candidate for the office of director shall act as an inspector of any election for directors.

1.8 Action by Shareholders Without a Meeting: Any shareholder action may be taken without a meeting if written consent to the action is signed by all shareholders entitled to vote on the action.

1.9 Advance Notification of Proposed Business : To be properly brought before an annual meeting of shareholders, business must be either (1) specified in the notice of annual meeting (or any supplement thereto) given by or at the direction of the Board, (2) otherwise properly brought before the annual meeting by or at the direction of the Board, or (3) otherwise properly brought before the annual meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting of shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, such shareholder's notice of proposed business to be brought before the meeting by a shareholder must be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the one year anniversary of the date of the notice of the annual meeting of shareholders that was held in the immediately preceding year; provided, however, that in the event that the month and day of the annual meeting of shareholders to be held in the current year is changed by more than thirty (30) calendar days from the one year anniversary of the date the annual meeting of shareholders was held in the immediately preceding year, and less than one hundred thirty (130) days' informal notice to shareholders or other prior public disclosure of the date of the annual meeting in the current year is given or made, notice of such proposed business to be brought before the meeting by the shareholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which formal or informal notice of the date of the annual meeting of shareholders was mailed or such other public disclosure was made, whichever first occurs. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of the shareholder proposing such business, (c) the class, series and number of shares of the Corporation's stock which are beneficially owned by the shareholder and (d) a description of all arrangements or understandings between the shareholder and any other person or persons (naming such person or persons) in connection with the proposing of such business by the shareholder, and any material interest of the shareholder in such business. Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at the annual meeting of shareholders except in accordance with the procedures set forth in this Section of the By-Laws; provided, however, that nothing in this Section of the By-Laws shall be deemed to preclude discussion by any shareholder of any business brought before the annual meeting of shareholders. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting of shareholders in accordance with the provisions of this Section of the By-Laws, and any such business not properly brought before the annual meeting shall not be transacted.

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1.10 Advanced Notification Of Proposed Nominations : Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors at any annual meeting of shareholders. Nominations of persons for election to the Board of the Corporation at the annual meeting of shareholders may be made by or at the direction of the Board, by any committee or persons appointed by the Board or by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section of the By-Laws. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, such shareholder's notice of nominations of persons to serve as directors must be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the one year anniversary of the date of the notice of the annual meeting of shareholders that was held in the immediately preceding year; provided, however, that in the event that the month and day of the annual meeting of shareholders to be held in the current year is changed by more than thirty (30) calendar days from the one year anniversary of the date the annual meeting of shareholders was held in the immediately preceding year, and less than one hundred thirty (130) days' informal notice to shareholders or other prior public disclosure of the date of the annual meeting in the current year is given or made to shareholders, notice of such nominations by the shareholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which formal or informal notice of the date of the meeting was mailed or such other public disclosure was made, whichever first occurs. Such shareholder's notice to the Secretary shall set forth (1) as to each person whom the shareholder proposes to nominate for election or reelection as a Director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations of proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as director if elected); and (2) as to the shareholder giving the notice (a) the name and record address of the shareholder and (b) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and the defective nomination shall be disregarded.

2. BOARD OF DIRECTORS

2.1 Number, Qualification, Election and Term of Directors: The business of the Corporation shall be managed by the Board, which shall consist of such number of directors, not less than three nor more than nine, to be fixed from time by the shareholders or a majority of the entire Board. The directors shall be classified with respect to the time during which they shall severally hold office by dividing them into two classes, as nearly equal in number as possible, but in no event shall any class include less than three directors. At the meeting of the shareholders of the Corporation held for the election of the first such classified Board, the directors of the first class shall be elected for a term of one year and the directors of

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the second class for a term of two years. At each annual meeting of shareholders held thereafter, the successors to the class whose term shall expire that year shall be elected to hold office for a term of two years, so that the term of office of one class of directors shall expire each year. Any newly created directorship or decrease in directorship as authorized by resolution of the Board of Director shall be so apportioned as to make both classes as nearly equal in number as possible. When the number of directors is increased by the Board and any newly created directorship is filled by the Board, there shall be no classification of the additional directors until the next annual meeting of shareholders. No decrease in the number of directors shall shorten the term of any incumbent director. Each director shall be at least 21 years old. Directors shall hold office until the annual meeting at which their term expires and until the election of their respective successors.

2.2 Quorum and Manner of Acting: A majority of the entire Board shall constitute a quorum for the transaction of business at any meeting, except as provided in Section 2.8 of these By-Laws. Action of the Board shall be authorized by the vote of a majority of the directors present at the time of the vote if there is a quorum, unless otherwise provided by law or these By-Laws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is present. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

2.3

Place of Meetings: Meetings of the Board may be held in or outside New York State.

2.4 Annual and Regular Meetings: Annual meetings of the Board, for the election of officers and consideration of other matters, shall be held either (a) without notice immediately after the annual meeting of shareholders and at the same place, or (b) as soon as practicable after the annual meeting of shareholders, on notice as provided in Section 2.6 of these By-Laws. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next business day.

2.5 Special Meetings: Special meetings of the Board may be called by the President or by a majority of the directors then in office. Only business related to the purposes set forth in the notice of meeting may be transacted at a special meeting.

2.6 Notice of Meetings; Waiver of Notice: Notice of the time and place of each special meeting of the Board, and of each annual meeting not held immediately after the annual meeting of shareholders and at the same place, shall be given to each director by mailing it to him at his residence or usual place of business at least three days before the meeting, or by delivering or telephoning or telegraphing it to him at least two days before the meeting. Each notice of a special meeting shall also state the purpose or purposes for which the meeting is called, Notice need not be given to any director who submits a signed waiver of notice before or after the meeting, or who attend the meeting without protesting the lack of notice to him, either before the meeting or when it begins. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

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2.7 Resignation and Removal of Directors: Any director may resign at any time. Directors may be

removed only as provided in the Certificate of Incorporation. Any or all of the directors may be removed at any time, either with or without cause, by vote of the shareholders and any of the directors may be removed for cause by the Board.

2.8 Vacancies: Any vacancy in the Board, including one created by an increase in the number of directors, may be filled for the unexpired term by a majority vote of the remaining directors, though less than a quorum.

2.9 Compensation: Directors shall receive such compensation as the Board determines, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A director may also be paid for serving the Corporation, its affiliates or subsidiaries in other capacities.

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3. COMMITTEES

3.1 Executive Committee: The Board, by resolution adopted by a majority of the entire Board, may designate an Executive Committee of two or more directors which shall have all the authority of the Board, except as otherwise provided in the resolution or by law, and which shall serve at the pleasure of the Board. All action of the Executive Committee shall be reported to the Board at its next meeting. The Executive Committee shall adopt rules of procedure and shall meet as provided by those rules or by resolution of the Board.

3.2 Other Committees: The Board, by resolution adopted by a majority of the entire Board, may designate other committees of the Board, consisting of two or more directors, to serve at the pleasure of the Board, with such powers and duties as the Board determines.

4. OFFICERS

4.1 Number: The executive officers of the Corporation shall be the Chair of the Board of Directors, a President, one or more Vice Presidents, who may be of different designations, a Secretary, a Treasurer, a Chief Financial Officer (who shall also be the Principal Financial Officer), a Chief Accounting Officer (who shall also be the Principal Accounting Officer), a General Counsel, and such other officers as may be designated by the Board from time to time. Any two or more offices may be held by the same person, except the offices of President and Secretary may not be held by the same person.

4.2 Election; Term of Office: The executive officers of the Corporation shall be elected annually by the Board, and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor.

4.3 Officers: The Board may appoint other officers (including Vice Presidents, who may be of different designations, Controllers, who may be of different designations, Assistant Secretaries and Assistant Treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines. The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any such officers, agents or employees.

4.4 Resignation and Removal of Officers: Any officer may resign at any time. Any officer elected or appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause.

4.5 Vacancies: A vacancy in any office may be filled for the unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these By-Laws for election or appointment to the office.

4.6 Chair of the Board of Directors: The Chair of the Board of Directors shall, when present, preside at all meetings of the Board and at all meetings of shareholders, shall have the same power as the President to execute contracts and other instruments on behalf of the Corporation except as otherwise provided by law or by the Board, and shall have such other powers and duties as the Board assigns. During the absence or disability of the President, the Chair of the Board of Directors shall exercise all powers and discharge all the duties of the President.

4.7 Chief Executive Officer and President: The Board may appoint a chief executive officer, and a President. The President shall be the chief executive officer of the Corporation. The chief executive officer shall have general supervision over the business and affairs of the Corporation. In the absence of the Chair of the Board of Directors, the chief executive officer, shall preside at all meetings of the Board and meetings of shareholders. The chief executive officer shall have the power to execute contracts and other instruments of the Corporation and such other powers and duties as the Board assigns.

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4.8 Vice Presidents: Each Vice President shall have such powers and duties as the Board or the President assigns.

4.9 Secretary: The Secretary shall record the minutes of all meetings of the Board and of the shareholders, shall be responsible for giving notice of all meetings of shareholders and of the Board, shall keep the seal of the Corporation and, in proper cases, shall apply it to any instrument requiring it and attest it. The Secretary shall have such other duties as the Board or the President assigns. In the absence of the Secretary from any meeting, the minutes shall be recorded by the person appointed for that purpose by the presiding officer.

4.10 Treasurer: Subject to the control of the Board and the President, the Treasurer shall have charge of the Corporation’s funds and securities and the Corporation’s receipts and disbursements and shall have such other powers and duties as the Board or the President assigns

4.11 General Counsel: The General Counsel shall be the chief legal officer of the Corporation. The General Counsel shall have such other powers and duties as the Board or the President assigns.

4.12 Chief Financial Officer: The Chief Financial Officer shall also be the Principal Financial Officer and shall also have such powers and duties as the Board or the President assigns.

4.13 Chief Accounting Officer: The Chief Accounting Officer shall also be the Principal Accounting Officer shall have such other powers and duties as the Board or the President assigns.

4.14 Salaries: The Board may fix the officers’ compensation or it may authorize a committee of the Board to fix officers’ compensation or may authorize the President to fix the compensation of any other officer.

5. SHARES

5.1 Certificates: The shares of the Corporation shall be represented by certificates in the form approved by the Board. These shares shall be transferable on the Corporation’s books, upon surrender of the certificate for the shares properly endorsed. The Board of Directors may require satisfactory surety before issuing a new certificate claimed to have been lost or destroyed.

5.2 Book-Entry System for Share Ownership . Notwithstanding the foregoing, the Corporation may issue shares of stock in the form of uncertificated shares. Such uncertificated shares of stock shall be credited to a book-entry account maintained by the Corporation (or its designee) on behalf of the shareholders.

5.3 Direct Registration Program . Notwithstanding the foregoing, the shares of stock of the Corporation shall be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17(A) of the Securities Exchange Act of 1934, as amended.

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5.4 Determination of Shareholders of Record: The Board may fix, in advance, a date as the record date for the determination of shareholders entitled to notice of or to vote at any meeting of the shareholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.

6. INDEMNIFICATION

6.1 General: Any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and including an action by or in the right of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to procure a judgment in its respective favor (any such action, suit or proceeding is hereinafter referred to as an “Action”), by reason of the fact that such person or such person’s testator or intestate (a) is or was a director or officer of the Corporation, or (b) is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the Corporation, shall be indemnified by the Corporation against judgments, fines, amounts paid in settlement and reasonable expenses (including attorney’s fees) incurred in connection with the defense or as a result of an Action or in connection with any appeal therein; provided that no indemnification shall be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to such director or officer 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. The Corporation may indemnify and advance expenses to any other person to whom the Corporation is permitted to provide indemnification or the advancement of expenses to the fullest extent permitted by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other law, or other rights created by an agreement approved by the Board, or resolution of shareholders or the Board, and the adoption of any such resolution or the entering into of any such agreement approved by the Board is hereby authorized.

6.2 Expense Advances: The Corporation shall, from time to time, advance to any director or officer of the Corporation expenses (including attorney’s fees) incurred in defending any Action in advance of the final disposition of such Action; provided that no such advancement shall be made until receipt of any undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by law.

6.3 Procedure for Indemnification: Indemnification and advancement of expenses under this Section 6 shall be made promptly and, in any event, no later than 45 days following the request of the person entitled to such indemnification or advancement of expenses hereunder. The Board shall promptly (but, in any event, within such 45-day period) take all such actions (including, without limitation, any authorizations and findings required by law) as may be necessary to indemnify, and advance expenses to, each person entitled thereto pursuant to this Section 6. If the Board is or may be disqualified by law from granting any authorization, making any finding or taking any other action necessary or appropriate for such indemnification or advancement, then the Board shall use its best efforts to cause appropriate person(s) to promptly so authorize, find or act.

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6.4 Insurance: The Corporation shall be permitted to purchase and maintain insurance for its own indemnification and that of its directors and officers and any other proper person to the maximum extent permitted by law.

6.5 Non-Exclusivity: Nothing contained in this Section 6 shall limit the right of indemnification and advancement of expense to which any person would be entitled by law in the absence of this Section 6, or shall be deemed exclusive of any rights to which those seeking indemnification or advancement of expenses may have or hereafter be entitled under any law, provision of the Certificate of Incorporation, By-Law, agreement approved by the Board, or resolution of shareholders or directors, and the adoption of any such resolution or entering into of any such agreement approved by the Board is hereby authorized.

6.6 Continuity of Rights: The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6 shall (i) continue as to a person who has ceased to serve in a capacity which would entitle such person to indemnification or advancement of expenses pursuant to this section 6 with respect to acts or omissions occurring prior to such cessation, (ii) inure to the benefit of the heirs, executors and administrators of a person entitled to the benefits of this Section 6 (iii) apply with respect to acts or omissions occurring prior to the adoption of this Section 6 to the fullest extent permitted by law and (iv) survive the full or partial repeal or restrictive amendment hereof with respect to events occurring prior thereto. This Section 6 shall constitute a contract between the Corporation and each person eligible for indemnification or advancement of expenses hereunder, pursuant to which contract the Corporation and each person intend to be legally bound.

6.7 Enforcement: The right to indemnification and advancement of expenses provide by this Section 6 shall be enforceable by any person entitled to indemnification or advancement of expenses hereunder in any court of competent jurisdiction. In such an enforcement action the burden shall be on the Corporation to prove that the indemnification and advancement of expenses being sought are not appropriate. Neither the failure of the Corporation to determine whether indemnification or the advancement of expenses is proper in the circumstances nor an actual determination by the Corporation thereon adverse to the person seeking such indemnification or advancement shall constitute a defense to the action or create a presumption that such person is not so entitled. Without limiting the scope of Section 6.1 (a) a person who has been successful on the merits or otherwise in the defense of an Action shall be entitled to indemnification as authorized in Section 6.1 and (b) the termination of any Action by judgment, settlement, conviction or plea of nolo contendere or its equivalent shall not in itself create a presumption that such person has not met the standard of conduct set forth in Section 6.1. Such person’s reasonable expenses incurred in connection with successfully establishing such person’s right to indemnification or advancement of expenses, in whole or in part, in any such proceeding shall also be indemnified by the Company.

6.8 Severability: In this section 6 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation nevertheless shall indemnify and advance expense to each person otherwise entitled thereto to the fullest extent permitted by any applicable portion of this Section 6 that shall not have been invalidated.

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7. MISCELLANEOUS

7.1 Seal: The seal of the Corporation shall be in the form of a circle and shall bear the Corporation’s name and the year (1957) and state (New York) in which it was incorporated.

7.2 Fiscal Year: The Board may determine the Corporation’s fiscal year. Until changed by the Board, the Corporation’s fiscal year shall end on the Sunday closest to October 31 of each year.

7.3 Voting of Shares in Other Corporations: Shares in other corporations which are held by the Corporation may be represented and voted by the President or a Vice President or by a proxy or proxies appointed by one of them. The Board may, however, appoint some other person to vote any such shares.

7.4 Amendments: Any By-Law may be amended, repealed or adopted by the shareholders or by a majority of the entire Board, but any By-Law adopted by the Board may be amended or repealed by the shareholders. If a By-Law regulating elections of directors is amended, repealed or adopted by the Board, the notice of the next meeting of shareholders shall set forth the By-Law so amended, repealed or adopted together with a concise statement of the changes made.

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Exhibit 10.1

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)

Target Growth Rate Only with All or Nothing 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 is less than the Target Net Income, the Award Units, and associated rights, shall be forfeited as of the last day of the Performance Period. The Target Growth Rate is 10% 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.

(ii)

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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) 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 2012, (ii) the 15 ^th day of the third month of the Company’s fiscal year 2013, (iii) the 15 ^th day of the third month of the Company’s fiscal year 2014, (iv) the 15 ^th day of the third month of the Company’s fiscal year 2015 and (v) the 15 ^th day of the third month of the Company’s fiscal year 2016.

(b)

Notwithstanding the foregoing, if after the Award Date, during the Period of Restriction and while the Participant is in continuous Company Service (as defined in Paragraph 6) from the Award Date to the date either (i) the Participant is terminated by the Company without Cause, (ii) the Participant’s employment ceases due to his or her Disability or (iii) a Change in Control occurs which is not a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, for purposes of Section 409A of the Code, 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 contingently vested (subject to forfeiture if the Participant engages in conduct which is a Material Adverse Action or Competition with the Company or any affiliate of the Company through the below-stated applicable date), and Shares which are freely transferable by the Participant shall be issued to the Participant 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 2012, (ii) the 15 ^th day of the third month of the Company’s fiscal year 2013, (iii) the 15 ^th day of the third month of the Company’s fiscal year 2014, (iv) the 15 ^th day of the third month of the Company’s fiscal year 2015 and (v) the 15 ^th day of the third month of the Company’s fiscal year 2016.

(c)

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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 such Change in Control or death, as applicable, all of the Participant’s earned Award Units then remaining unvested and unforfeited shall be considered to be vested, and Shares which are freely transferable by the Participant shall be issued to the Participant. Except in the event of a Change in Control, the determination of the number of vested, earned Award Units and hence the issuance of Shares in connection with settling the same shall not occur until after the Performance Period has ended and the Committee has determined the number of earned Award Units.

5.	Forfeiture .

(a)

If the Participant’s Company Service (as defined in Paragraph 6) ceases for any reason other than those under which actual or future potential earning of Award Units is provided as set forth in Paragraph 3 and/or actual or potential vesting of Award Units is provided as set forth in Paragraph 4 during the Period of Restriction, any Award Units, and the Restricted Stock Units associated therewith, which are unvested, are not subject to possible issuance or vesting under Paragraphs 2, 3(a) and (b) and 4(b) or (c) and are still subject to restrictions 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 Award Units and to provide rights under the Plan.

(b)

If or to the extent the Award Units are not earned pursuant to Paragraph 3 during or as of the end of the Performance Period, the unearned Award Units, and the Restricted Stock Units associated therewith, (to the extent not so earned) shall be forfeited and shall cease to be Award Units and to provide rights under the Plan.

(c)

If or to the extent, at the end of the Period of Restriction, the Award Units have not otherwise become vested pursuant to Paragraph 4, the Award Units, and the Restricted Stock Units associated therewith, (to the extent not so vested) shall be forfeited and shall cease to be Award Units and to provide rights under the Plan.

6.	Company Service .

(a)

For purposes hereof, “Company Service” means service as a Participant and/or Non-Participant 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 Participant and a Non-Participant 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.

Dividends and Other Distributions . During the Period of Restriction, all dividends and other distributions which would be paid assuming the Award Units represented issued Shares (whether in cash, property or Stock) shall be accumulated and, as applicable, shall be considered to be additional Award Units as provided herein. Whenever a dividend, other than a dividend payable in the form of Stock, is declared with respect to the Award Units, the number of additional Award Units shall be determined (with any fractional Award Unit rounded down to the next whole Award Unit) by dividing (i) the product of (A) the number of Award Units 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. Dividends paid in Stock shall be considered to represent one Award Unit for each dividend Share. All such dividends and other distributions shall be considered to be Award

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Units and shall be subject to the same rules on issuance and restrictions on transferability, earning, vesting and forfeiture as the Award Units with respect to which they were attributable. The Committee may round down to whole Award Units in determining additional Restricted Units to be accumulated hereunder.

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 Units and the Shares issued in connection therewith. 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 or Share issuance 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.

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 exercise rights provided in the Plan provided that no amendment or exercise of rights which would cause the Restricted Stock Units or the Shares issued in connection therewith to fail to comply with any applicable requirements of Section 409A of the Code shall be made, exercisable or effective, 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 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.

11.	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.

For the purposes of this Agreement, the Company and the Participant agree that 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 irrespective of its conflict of laws provisions.

Each of the Company and the Participant irrevocably, absolutely and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the County of New York and the state courts of the State of New York sitting in New York County for the purposes of any suit, action or other proceeding arising out of or related of to this Agreement, the Plan or any transaction contemplated hereby or thereby. Each of the Company and the Participant irrevocably, absolutely and unconditionally waives any objection or defense to jurisdiction in New York or the laying of venue of any action, suit or proceeding arising out of or related to this Agreement or the Plan or the transactions contemplated herein or therein in the United States District Court for the Southern District of New York sitting in the County of New York or the state courts of the State of New York sitting in the County of New York and hereby irrevocably, absolutely and unconditionally expressly waives and agrees not to plead or claim in

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any such court that the action, suit or proceeding brought in such court has been brought in an inconvenient or improper forum or that there is no personal jurisdiction in the United States District Court for the Southern District of New York sitting in the County of New York or the state courts of the State of New York sitting in the County of New York with respect to either the Company or the Participant.

The Participant represents, warrants and covenants that he or she has read this Agreement, including this Section 11(a), that he or she has had a full opportunity to review this Agreement, including this Section 11(a), with an attorney of his or her own choosing and has freely accepted this Section 11(a) as an inducement to the Company’s entering into this Agreement. Furthermore, the Participant has been made aware and understands that the Company is relying on his or her representations, warranties and covenants to comply with this Section 11(a) as a material inducement to the Company to enter into this Agreement and the Participant understands that without his or her representations, warranties and covenants the Company would not have entered into this Agreement. Furthermore, the Participant agrees that if he or she violates this provision by filing a claim or other proceeding in another state, all rights of the Participant under this Agreement shall be thereupon forfeited.

The preceding consents to jurisdiction and venue have been made by the Company and the Participant in reliance on Section 5-1402 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.

The preceding consent to New York law has been made by the Company and the Participant in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.

The Participant hereby absolutely, unconditionally, irrevocably and expressly waives forever personal service of any summons, complaint or other notice or process in connection with any suit, action or other proceeding arising out of or related of to this Agreement, the Plan or any transaction contemplated hereby or thereby, which each may be sent by certified mail, return receipt requested, or a nationally recognized overnight courier, to the Participant at the last known address for the Participant specified in the Participant’s employment file with the Company.

(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.

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

13.

Prohibition Against Pledge, Attachment, etc. Except as otherwise provided herein, during the Period of Restriction, the Award Units, 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.

14.

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.

15.

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.

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To evidence their agreement to the terms, conditions, and restrictions herein, 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:____________________________________________

Its:____________________________________________

PARTICIPANT:

______________________________________________

{NAME}

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Exhibit 10.2

VOLT INFORMATION SCIENCES, INC.

2006 INCENTIVE STOCK PLAN

RESTRICTED STOCK UNIT AGREEMENT

Granted December 18, 2007

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)

(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)

(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)

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)

(c)

For purposes of this Agreement:

(i)

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(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)

4.	Vesting of Earned Award Units and Share Issuance .

(a)

(b)

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(c)

Notwithstanding the foregoing, if a Change in Control occurs which is a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, for purposes of Section 409A of the Code, or a Participant dies, after the Award Date, prior to the applicable vesting date under Paragraph 4(a) or (b) and during the Period of Restriction and if 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 such Change in Control or death, as applicable, all of the Participant’s earned Award Units then remaining unvested and unforfeited shall be considered to be vested, and Shares which are freely transferable by the Participant shall be issued to the Participant. Except in the event of a Change in Control, the determination of the number of vested, earned Award Units and hence the issuance of Shares in connection with settling the same shall not occur until after the Performance Period has ended and the Committee has determined the number of earned Award Units.

5.	Forfeiture .

(a)

(b)

(c)

6.	Company Service .

(a)

(b)

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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. Dividends paid in Stock shall be considered to represent one Award Unit for each dividend Share. All such dividends and other distributions shall be considered to be Award Units and shall be subject to the same rules on issuance and restrictions on transferability, earning, vesting and forfeiture as the Award Units with respect to which they were attributable. The Committee may round down to whole Award Units in determining additional Restricted Units to be accumulated hereunder.

10.

11.	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.

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related to this Agreement or the Plan or the transactions contemplated herein or therein in the United States District Court for the Southern District of New York sitting in the County of New York or the state courts of the State of New York sitting in the County of New York and hereby irrevocably, absolutely and unconditionally expressly waives and agrees not to plead or claim in any such court that the action, suit or proceeding brought in such court has been brought in an inconvenient or improper forum or that there is no personal jurisdiction in the United States District Court for the Southern District of New York sitting in the County of New York or the state courts of the State of New York sitting in the County of New York with respect to either the Company or the Participant.

(b)

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

13.

14.

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15.

To evidence their agreement to the terms, conditions, and restrictions herein, 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:____________________________________________

Its:____________________________________________

PARTICIPANT:

______________________________________________

{NAME}

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Exhibit 10.3

VOLT INFORMATION SCIENCES, INC.

2006 INCENTIVE STOCK PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Granted December 18, 2007

This Non-Qualified Stock Option Agreement evidences the grant of a Non-Qualified Stock Option (“Option”) to {NAME} (the “Participant”) pursuant to Article VI of the Volt Information Sciences, Inc. 2006 Incentive Stock Plan (the “Plan”). This Agreement also describes the terms and conditions of the Option evidenced by this 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.

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.

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:

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(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.

All determinations regarding earning of this Option under this Paragraph 5(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.

(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

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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.

(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)

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,

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the determination of the number of vested, earned Award Shares and hence the vesting thereof shall not occur until after the Performance Period has ended and the Committee has determined the number of earned Award Shares.

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)

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

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by gift to a family member shall be effective until the Company receives written notice of such transfer in a form acceptable to it. The attached Transfer by Gift to Family Member, Trust or Partnership form may be used to effect such a transfer by gift and the delivery of a completed copy of such form to the Company shall constitute notice to the Company.

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.

For the purposes of this Agreement, the Company and the Participant agree that the Plan, and this Agreement, shall be governed, construed, and administered in accordance with the laws of the State

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of New York applicable to contracts made and to be performed solely in the State of New York irrespective of its conflict of laws provisions. .

The Participant represents, warrants and covenants that he or she has read this Agreement, including this Section 16(a), that he or she has had a full opportunity to review this Agreement, including this Section 16(a), with an attorney of his or her own choosing and has freely accepted this Section 16(a) as an inducement to the Company’s entering into this Agreement. Furthermore, the Participant has been made aware and understands that the Company is relying on his or her representations, warranties and covenants to comply with this Section 16(a) as a material inducement to the Company to enter into this Agreement and the Participant understands that without his or her representations, warranties and covenants the Company would not have entered into this Agreement. Furthermore, the Participant agrees that if he or she violates this provision by filing a claim or other proceeding in another state, all rights of the Participant under this Agreement shall be thereupon forfeited.

(b)

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.

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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.

To evidence their agreement to the terms, conditions, and restrictions herein, 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:____________________________________________

Its:____________________________________________

PARTICIPANT:

______________________________________________

{NAME}

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NOTICE OF EXERCISE

Volt Information Sciences, Inc.

560 Lexington Ave.

New York, New York 10022

Attention: Secretary

I hereby exercise my Option pursuant to that certain Non-Qualified Stock Option Agreement dated December 18, 2007 (the “Stock Option Agreement”) awarded under the Volt Information Sciences, Inc. 2006 Incentive Stock Plan (the “Plan”), subject to all of the terms and conditions of the Stock Option Agreement and the Plan referred to therein, and hereby notify you of my election to purchase the following stated number of Shares of Stock of Volt Information Sciences, Inc., a New York corporation (the “Company”), from the award therein as indicated below at the following stated Option Price per Share.

Number of Shares -

Option Price per Share -

Total Option Price - $

If this Notice of Exercise involves fewer than all of the Shares that are subject to option under the Stock Option Agreement, I retain the right to exercise my option for the balance of the Shares remaining subject to option, all in accordance with the terms of the Stock Option Agreement.

I agree to provide the Company with such other documents and representations as it deems appropriate in connection with this option exercise.

Payment of Exercise Price .

o (1) This Notice of Exercise is accompanied by a check in the amount of $________; and/or

o (2) This Notice of Exercise is accompanied by a certificate for _________ Shares of Stock, with a duly executed stock power, having an aggregate Fair Market Value on the date of exercise equal to the amount of the above Total Option Price, in payment of the total exercise price for the Shares; and/or

o (3) Payment of the Total Option Price will be made by cashless exercise in accordance with the Company’s cashless exercise procedures as in effect on the date hereof.

Tax Withholding . Subject to any satisfaction of tax withholding pursuant to the next paragraph, I hereby authorize the Company (and any of its Subsidiaries) to withhold from my regular pay or any extraordinary pay from the Company (and any of its Subsidiaries) the applicable minimum amount of any taxes required by law and the Stock Option Agreement to be withheld as a result of this exercise, to the extent not satisfied by the following: o (1) my attached check in the amount of $________, and/or o (2) the attached certificate for _________ Shares of Stock, with a duly executed stock power, having a value (based on the Stock’s Fair Market Value on the date of exercise) of $________ per Share in full or partial payment of taxes the Company (and any of its Subsidiaries) is required to withhold with respect to this option exercise.

o [Check only if desired] I request that the Company withhold from the Shares of Stock otherwise to be issued to me in connection with this exercise a sufficient number of Shares of Stock having a value (based on the Stock’s Fair Market Value on the date of exercise) needed to satisfy the payment of o all or o $________ of the applicable minimum amount of any taxes required by law and the Stock Option Agreement to be withheld as a result of this exercise.

My current address and my Social Security Number are as follows:

Address:

Social Security Number:

Date:

{NAME}

TRANSFER BY GIFT TO FAMILY MEMBER, TRUST OR PARTNERSHIP

I, __________________________________________________ (name), hereby transfer without consideration by gift to the following named family member, family trust or family partnership all of my right, title and interest with respect to (check one and complete) o all or o ___________________ (enter number of Shares) Shares of the Stock of Volt Information Sciences, Inc. granted to me pursuant to a Non-Qualified Stock Option Agreement dated December 18, 2007 (the “Stock Option Agreement”) granted under the Volt Information Sciences, Inc. 2006 Incentive Stock Plan.

Name, Address and Social Security Number

(or Employer Identification Number)

of Family Member, Family Trust or Family Partnership Transferee:

Name -

Address -

SSN or EIN -

I certify that the transferee is a “family member,” “family trust” or “family partnership” as described in the Stock Option Agreement by reason of the following relationship to me:

If this transfer is to a family trust or family partnership, I have attached a copy of the applicable family trust agreement, as amended, or family partnership agreement, as amended; and I agree to promptly provide Volt Information Sciences, Inc. with any and all future amendments to such agreement once made.

I also agree to provide Volt Information Sciences, Inc. with such other documents and representations as it deems appropriate, pursuant to the Option and the Plan.

(Date)

(Signature)

(Print Name of Participant)

(Social Security Number)