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):   April 6, 2015
         
VOLT INFORMATION SCIENCES, INC.
(Exact name of registrant as specified in its charter)
         
New York
001-9232
13-5658129
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification
Number)
                           
1065 Avenue of the Americas, New York, New York
10018
(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 ( see General Instruction A.2. below):
          
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 240.13e-4(c))
 

 
 
 
 
 
                      
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
            
On April 6, 2015, Volt Information Sciences, Inc. (the “Company”) appointed Bryan Berndt as the Company’s Controller and Chief Accounting Officer.
            
The Company entered into an employment agreement effective April 6, 2015 with Mr. Berndt (the “ Employment Agreement ” ). The Employment Agreement provides a base salary of $300,000 per annum.  For fiscal 2015 and thereafter, Mr. Berndt is eligible to earn an annual bonus of $120,000.  Annual bonuses are dependent upon Mr. Berndt’s achievement of reasonable, pre-established and objective goals determined by the Chief Financial Officer, provided that he remains in good standing and employed by the Company.  In the event the Company issues stocks or options to its employees as long-term incentive awards, Mr. Berndt will be recommended to receive an amount of such shares or options consistent with awards granted to similarly situated employees of the Company.
               
If Mr. Berndt’s employment is terminated by the Company without Cause or by Mr. Berndt for Good Reason (terms as defined in the Employment Agreement), Mr. Berndt will be entitled to receive, among other things, an amount equal to no less than six months of his then-current salary, a pro-rated annual bonus and medical benefits for six months, conditioned upon his execution of a general release.  Mr. Berndt is also subject to non-competition and non-solicitation covenants for a period of one year following the date of the termination of his employment with the Company.
                      
Mr. Berndt, 58, most recently served as Controller and Chief Accounting Officer at Reader’s Digest Association, Inc. for approximately three years. Prior to his role at Reader’s Digest, Mr. Berndt served as the Treasurer and Vice President of Finance at Bowne & Co., Inc.
                        
Mr. Berndt has no direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Berndt and any other person pursuant to which he was appointed as the Controller and Chief Accounting Officer.       
                     
The foregoing discussion of the Employment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is attached to this Report as Exhibit 10.1 and which is incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.  The following exhibit is furnished as part of this Report on Form 8-K:
 
 
Exhibit No.
Description of Exhibit

 
10.1
Employment Agreement dated March 30, 2015, execution completed on March 30, 2015 between the Company and
Bryan Berndt

 

 
 
 
 
 
 
 
 
 

 
 
 
 
             
SIGNATURE
             
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                                       
  VOLT INFORMATION SCIENCES, INC.  
         
         
  By: /s/ Paul Tomkins  
    Paul Tomkins  
    Senior Vice President and Chief Financial Officer  
         
      
Date:  April 9, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
              
EXHIBIT INDEX
 
Exhibit No.
Description of Exhibit
 
10.1
Employment Agreement dated March 30, 2015, execution completed on March 30, 2015 between the Company and Bryan Berndt
 
 
 
 
 
 
 
 
 
 
 
 
 
           
Exhibit 10.1

 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
 


March 30, 2015



Mr. Bryan Berndt

 
Dear Bryan:

We are pleased to offer you employment with Volt Information Sciences, Inc. (“Volt”) commencing on April 6, 2015 under the terms and conditions set forth below in this letter agreement (“Agreement”).

1.
Position
 
You will be employed as Controller and Chief Accounting Officer reporting to and subject to the direction of the Sr. Vice President and Chief Financial Officer (“CFO”) of Volt.

2.
Duties and Responsibilities
 
You will devote your full business time and attention to the responsibilities of the position of Controller and Chief Accounting Officer, and will perform such additional duties for Volt and its affiliates as the CFO may direct and as are required in such position. You acknowledge that such responsibilities include, but are not limited to, the filing of all required periodic SEC reports that Volt is required to file and such other reports as may be required by law or regulation. You further agree that you will be subject to and comply with all Volt policies, procedures and rules, as now existing or as subsequently adopted, modified or supplemented by Volt. In addition, you agree that you will comply with all applicable laws, rules and regulations governing Volt’s business and your conduct.

3.
Definition

3.1    “Cause” means: (a) embezzlement by you; (b) misappropriation by you of funds of Volt; (c) your conviction of, or plea of guilty to or plea of nolo contendere to a felony; (d) your commission of any act of dishonesty, deceit, or fraud which causes material economic harm to Volt; (e) a willful breach by you of a fiduciary duty owed to Volt; (f) a material breach by you of any provision of this Agreement; (g) a willful failure by you to substantially perform your duties; (h) a significant violation by you of any rule, policy or procedure of Volt, or any contractual, statutory or common law duties owed to Volt; or (i) engaging in activities or conduct reasonably likely to impair the reputation, operations, prospects or business relations of Volt, including, without limitation publicly making disparaging or derogatory statements about Volt or engaging in conduct involving any immoral acts.
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400

3.2     “Good Reason” means the occurrence of any of the following events which continues uncured for a period of not less thirty (30) days following written notice given by you to Volt within ninety (90) days following the occurrence of such event, unless you specifically agree in writing that such event shall not be Good Reason: (a) an aggregate reduction of ten percent (10%) or more in your base salary in one calendar year, unless such reduction is part of a general reduction applicable to all or substantially all senior executives of Volt; (b) a change of fifty (50) miles or more in the geographic location in which you now work; or (c) a material and adverse change to, or a material reduction of, your duties and responsibilities to Volt.

4.
Compensation
 
Your compensation will be composed of the elements set forth below in Paragraphs 4.1,  4.2,  and 4.3.  All elements of your compensation and any other payments set forth in this Agreement shall be paid according to Volt’s normal payroll practices, less all required withholdings and deductions.   You acknowledge and agree that Volt shall have authority to recover any compensation you receive that is required to be recovered by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act of 2010, or any rules or regulations promulgated in connection therewith.

4.1 Salary
 
You will receive a base salary at the rate of $300,000 per year.  Your compensation may be reviewed and may be adjusted from time to time at sole discretion of Volt.

4.2 Bonuses
Provided that you are continuously employed by Volt through the end of each fiscal year, and conditioned and contingent upon your achievement of reasonable, pre-established and objective goals determined by the CFO, and your performance remains in good standing, you will be eligible to earn an annual bonus of $120,000.

4.3 Long Term Incentive Awards
In the event Volt should issue Volt stock or options to Volt employees, it will be recommended to the governing body making such awards that you receive an amount of shares or options, to be determined at that time by the governing body, consistent with the award granted to other similarly situated employees of the Company.

5.
Benefits
 
You will be eligible to participate in Volt’s employee benefits plans and programs generally available to similarly situated employees at Volt, subject to the eligibility requirements, terms and conditions of such plans and programs.  Such plans and programs are subject to change or termination by Volt at any time in Volt’s sole discretion, provided that Volt will not change or terminate any of such employee benefits plans or programs that are deemed deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in a manner that would result in liability to you under Section 409A of the Code.
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
5.1 Paid Vacation and Sick Leave
 
You shall accrue paid time off for sick leave in accordance with Volt’s policies and applicable law.  You shall accrue vacation time at the rate of 120 hours per year, earned pro-rata during the year consistent with applicable law. Vacation shall be scheduled at mutually agreeable times. You acknowledge and agree that your vacation accrual and schedule is governed solely by this letter, and you are not entitled to any additional vacation under Volt’s policies or otherwise.

5.2 Business Expenses
 
Volt will reimburse you for reasonable and necessary business expenses incurred in connection with Volt’s business including travel expenses, food and lodging while away from home, subject to such policies as Volt may from time to time establish for its employees, provided that all such reimbursements shall comply with Section 409A of the Code.

6.
At-Will Employment; Termination; Compensation on Termination
 
Your employment is “at-will,” which means that you are free to resign and Volt is free to terminate your employment at any time, with or without Cause (as defined in Paragraph 3.1), so long as notice is given consistent with this Paragraph 6.  The term “Termination Date’ shall mean the effective date of termination of employment with Volt.

6.1 Upon Death
In the event of your death during the term of this Agreement, the Termination Date shall be the last day of the month in which death occurs.

6.2 Termination Due To Disability
 
Volt may terminate your employment because of your disability by delivering at least thirty (30) days’ prior written notice stating the Termination Date.  Volt’s decision to terminate shall be based on its reasonable determination that as result of physical or mental illness, you are materially impaired and unable to perform the essential functions of your position, despite reasonable accommodation, for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days (unless a longer period is required by law, in which case the longer period would apply). Such determination shall be based on evidence from a competent health care provider obtained with your cooperation, and shall take into consideration any reasonable accommodation that Volt may provide without undue hardship, and any other considerations required by law.


 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400


6.3 Termination by Volt
 
Volt may terminate your employment at any time, whether or not for Cause.  If termination is without Cause, Volt must provide at least three (3) months prior written notice stating the Termination Date.  During the period between the delivery of the notice of termination and the Termination Date, your employment shall continue and you shall otherwise comply with all obligations and loyalties owed to Volt as your employer.  During this notice period, Volt, in its sole discretion, may or may not require you to continue to report to work and may assign to you all, some or none of your regular duties.  During the notice period, Volt will continue to pay your salary, less all applicable withholdings and deductions.  If termination is for Cause, Volt must provide written notice stating the basis of the Cause termination and the subsection(s) of Paragraph 3.1 upon which Volt is relying, as well as the Termination Date.  You will have 30 days to cure any claimed breach, failure or violation under Paragraphs 3.1(f), 3.1(g) or 3.1(h) above after written notice has been provided to you by Volt, but termination for a violation of paragraphs 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(e) or 3.1 (i) above shall be effective immediately.

6.4 Resignation
You may resign your employment at any time with or without Good Reason (as defined in Paragraph 3.2) by delivering to the CFO a written notice setting forth your intent to resign (“Resignation Notice”). If your resignation is for Good Reason, then you must first have provided Volt with timely notice of the Good Reason, including identifying the specific event stated in Paragraph 3.2. If Volt fails to cure within the thirty (30) day period, and you intend to resign, then your Resignation Notice must also set forth the specific event stated in Paragraph 3.2 that gives you Good Reason to resign and must be received by Volt within 14 days after the expiration of Volt’s thirty (30)-day right to cure the Good Reason event.  Upon receipt of the Resignation Notice, you and the CFO will mutually agree upon the Termination Date, which will be no less than 30 days and no greater than 90 days from the date of the delivery of the Resignation Notice.  During the period between the delivery of the Resignation Notice and the Termination Date, your employment shall continue and you shall continue to perform your duties and reasonably cooperate in the orderly transition of your duties and you shall otherwise comply with all obligations and loyalties owed to Volt as your employer. During this notice period, Volt, in its sole discretion, may or may not require you to continue to report to work and may assign to you all, some or none of your regular duties.  During the notice period, Volt will continue to pay your salary, less all applicable withholdings and deductions.  If requested, you shall participate in an exit interview with the CFO and such other individuals as Volt may designate.

6.5 Payment of Accrued Salary and Vested Benefits upon Termination or Resignation
 
On the next payroll date following the Termination Date (or sooner if required by law), you (or your estate or other legal designee) will be paid (a) all accrued salary through the Termination Date; and (b) payment for any unused accrued vacation, consistent with applicable law.  Any business expenses submitted for reimbursement under Paragraph 5.2 will be paid no later than 60 days after the Termination Date.  Upon termination of employment, you will also be entitled to receive any vested benefits, consistent with the applicable plan; however, upon termination of your employment, you will have no rights to any unvested benefits, unearned salary under Paragraph 4.1, or any other compensation or payments after the Termination Date except as set forth in this Agreement.
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
6.6 Severance Benefits In the Event Of Termination without Cause or Resignation for Good Reason
 
In addition to the rights to payment upon termination set forth in Paragraph 6.5, if your employment under this Agreement is terminated by Volt without Cause, or terminated by you for Good Reason, and subject to your executing a general release and waiver of rights, which shall include a release of any and all legal claims against Volt and its affiliates and their respective officers and directors and cooperation and non-disparagement clauses (“General Release”), and, if requested, participation in an exit interview as Volt may designate, Volt will:

 
(a)  
provide you with severance payments and medical benefits (in which you participate on the Termination Date), in amounts comparable to that which Volt provides on the Termination Date to comparable senior officers of the Corporation, but in an amount of no less than your base salary and medical benefit payable for a period of six (6) months following the Termination Date; and
 
 
(b)  
pay you any earned bonus for such year in which the Termination Date occurs pro-rated for the number of days actually worked by you in such year of termination divided by 261 business days and payable when the bonus would otherwise be payable; and

Parts (a) and (b) are collectively referred to as the “Severance Benefits”.  The Severance Benefits (as they may be applicable) will be paid to you in accordance with Volt’s customary payroll cycles and procedures, subject to your execution of the General Release.  Medical benefits may, at Volt’s option, be provided through reimbursement of the premiums you incur to continue coverage under Volt’s medical plans pursuant to COBRA, and/or the cost you incur to obtain such benefits through other means.

Notwithstanding anything to the contrary in this Paragraph 6.6, if you breach any of the provisions in Paragraphs 8 or 9, all payments of the Severance Benefits will cease.

7.
Representation and Warranties
 
As a condition of your continued employment with Volt, you represent and warrant that you are legally authorized to perform the services contemplated by this Agreement; that you are not a party to any agreement or instrument with any third party which would prohibit you from entering into or performing the services contemplated by this Agreement; and that you have not brought with you to Volt, or use, any confidential information or trade secrets belonging to any prior employer.
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
8.
Confidential Information
 
You agree that for the period of your employment with Volt and thereafter, you will not, except as required for the performance of your duties with Volt, disclose or use, or enable any third party to disclose or use, any Confidential Information (as defined below) of Volt.  You may not take or replicate Confidential Information for your personal benefit or for the benefit of a third party unrelated to Volt, including, but not limited to, saving a copy of Confidential Information on a non-Volt computer, data storage device, zip drive, or otherwise, without Volt’s prior written approval.  You further agree that all information, including, without limitation, all Confidential Information, you develop or discover in connection with the performance of your duties is the sole and exclusive property of Volt, and you hereby assign to Volt all of your right, title and interest in and to same.  “Confidential Information” means all trade secrets, data and other information relating to the operations of Volt, whether in hard copy, electronic format or communicated orally, that you acquire through your employment with Volt, or that Volt treats as confidential through its policies, procedures and/or practices.  Examples of Confidential Information include, but are not limited to: information concerning Volt’s operations, methods, technology, software, developments, inventions, accounting and legal and regulatory affairs; information concerning Volt’s sales, marketing, servicing, bidding, product development and investment activities and strategies; information concerning the identity, addresses, telephone numbers, email addresses, needs, business plans and creditworthiness of Volt’s past, present and prospective customers and clients; information concerning the terms on which Volt provides products and services to such past, present and prospective customers and clients; information concerning Volt’s pricing strategies for its products and services; information concerning Volt’s finances, financing methods, credit and acquisition or disposition plans and strategies; to the extent permitted by law, information concerning the employment and compensation of the employees of Volt; and disclosure of Confidential Information to another employee of Volt other than as required for you and such other Volt employee to perform your duties for Volt.  This provision does not restrict you from providing information as required by a court or governmental agency with appropriate jurisdiction; however, in the event you are so required, you agree that you will give Volt immediate written notice of such disclosure requirement in order to allow Volt the opportunity to respond to such request.

9.
Restrictive Covenants
 
You acknowledge that Volt’s relationships with its customers, clients, and employees are extremely valuable and are the result of the investment of substantial time, resources and effort in developing, servicing and maintaining such relationships, and that, during your employment, you will be provided with and/or have access to Confidential Information, including without limitation, confidential and proprietary information concerning such relationships and Volt’s operations. In consideration for your employment and for Volt providing to you such confidential and proprietary information, you agree that while you are employed with Volt, including any notice period, and for one (1) year following the Termination Date, regardless of the reason for termination:
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
9.1
Covenant Not to Solicit/Compete
 
You agree as follows:
 
(a)
While employed with Volt, you will not directly or indirectly engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to the type of business conducted by Volt, or competes with Volt in any way.
 
(b)
In those states which will enforce covenants not to compete, for a period of twelve (12) months after the Termination Date (regardless of the reason that your employment terminates), you will not, directly or indirectly, engage in, own or control any interest in, or act as an officer, director, partner, employee of, or consultant or advisor to, any firm, institution or other entity directly or indirectly engaged in a business which is substantially similar to that in which you were engaged during your employment with Volt or which competes with Volt or its subsidiaries, within the geographical area that is co-extensive with the scope of your responsibilities for Volt during the last twelve months of your employment with Volt.
 
(c)
For the one (1) year period after the Termination Date (and regardless of the reason that your employment terminates), you will not, directly or indirectly, either for yourself or for any other person, firm, company or corporation;
 
(1)
Call upon, solicit, divert, or take away or attempt to solicit, divert or take away any of the customers, business or patrons of Volt and its subsidiaries; or
 
(2)
Call upon, solicit or attempt to solicit business from any person, firm, company or corporation that was a prospective customer of Volt or its subsidiaries during the one (1) year period prior to your termination of employment; or
 
(3)
Hire or employ any employee of Volt and its subsidiaries, nor advise, solicit or encourage any employees of Volt to leave its employ.

 
(d)
In addition, you agree that you will not at any time during or after the termination of this Agreement, engage in any business which uses as its name, in whole or in part, the name “Volt” or any other name used by Volt during your employment.
 
 
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
 
(e)
For purposes of Paragraphs 9.1(a), 9.1(b), 9.1(c) and 9.1(d), you will be deemed to be engaged in a business if you participate in such business as proprietor, partner, joint venturer, stockholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if in any way you control such business.  However, you will not be deemed a stockholder or lender if you hold less than two percent (2%) of the outstanding equity or debt of any publicly-owned corporation engaged in the same or similar business as that of Volt, provided you are not in a control position with respect to such corporation.

9.2
Acknowledgement
 
You agree that this Agreement provides special and sufficient consideration for your covenants in this Paragraph 9 and its subparagraphs, and that the restrictions on non-competition and non-solicitation are reasonable in terms of duration, scope and subject matter, and are no more than that which is reasonably required for the protection of Volt’s business and Confidential Information.

10.
Inventions
 
All discoveries, ideas, creations, inventions and properties (collectively, “Discoveries”), written or oral, which you (a) create, conceive, discover, develop, invent or use during your employment with Volt, whether or not created, conceived, discovered, developed or invented during regular working hours, or which are (b) created conceived, discovered, developed invented or used by Volt, whether or not in connection with your employment with Volt, will be the sole and absolute property of Volt and Volt’s applicable affiliate for any and all purposes whatsoever, in perpetuity.  You will not have, and will not claim to have, any right, title or interest of any kind or nature whatsoever in or to any such Discoveries.  For the avoidance of doubt, you hereby assign to Volt all of your right, title and interest in and to same.  If any Discoveries, or any portion thereof, are copyrightable, it shall be a “work made for hire,” as such term has meaning in the copyright laws of the United States.

 
The previous paragraph shall not apply to any Discoveries (i) for which no equipment, supplies, facility or trade secret information of Volt or any customer of Volt was used and which was developed entirely on your own time, (ii) which does not relate to the business of Volt or to that of any customer of Volt and (iii) which does not result from any work performed for Volt or any customers of Volt.

 
You further agree that you will identify to Volt all Discoveries you develop during your employment with Volt.  Upon request by Volt, you will disclose any such Discoveries to Volt (by a full and clear description) for the purpose of determining Volt’s rights therein and will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable in order to vest title in such Discoveries in Volt.
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
11.
Enforcement
 
Employee and Volt each acknowledges that either party shall be entitled to seek applicable injunctive relief as appropriate under the law.  It is acknowledged and agreed that in the event that Employee fails or refuses to perform Employee’s obligations under this Employment Agreement, irreparable damage will result to Volt, its business and properties and/or the Client, for which damage remedies available at law will be inadequate (none of which remedies or damages are hereby waived) and may be in addition to any injunctive relief.

12.
Return of Volt’s Property
You agree that on the Termination Date, or at such earlier time as Volt may request, you will immediately return to Volt all of Volt’s property in your possession or under your control, including, but not limited to, all data and information relating to the business of Volt, and that you will not retain any copies thereof.

13.
Notices
 
Any notice required in connection with this Agreement will be deemed adequately given only if in writing and personally delivered, or sent by first-class, registered or certified mail, or overnight courier.  Notice shall be deemed to have been given on the third day after deposit into the mail.  Notice shall be deemed to have been given on the second day after deposit with an overnight courier.  Notices may also be hand-delivered, in which case notice is effective upon delivery.  Notices to Volt shall be addressed to 1065 Avenue of the Americas, 20 th Floor, New York, NY 10018, Attn: Vice President, Human Resources.  Notices to you shall be addressed to your last known address on file with Volt.

14.
Entire Agreement and Choice of Law
 
This Agreement constitutes the entire understanding between Volt and you and supersedes all prior agreements concerning the terms and conditions of your employment.  Unless otherwise expressly stated herein, the terms of this Agreement may not be modified, altered, changed or amended except by an instrument in writing signed by a duly authorized representative of Volt and you.  No waiver by Volt or you of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver with respect to any similar or dissimilar condition or provision at any prior or subsequent time.  If any provision of this Agreement is held to be invalid or unenforceable, then the remaining provisions of this Agreement shall be deemed severable and remain in full force and effect.  If any of the covenants contained in Paragraphs 8 or 9 are held to be unreasonable in duration, geography or scope, then such terms shall be deemed modified to conform to such court or tribunal’s determination of reasonableness. The terms of this Agreement shall be governed and construed in accordance with the laws of the State where you were last employed by Volt.

 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
15.
Agreement to Arbitrate Disputes
Any employment and/or employment termination related disputes and/or  disputes arising out of or relating to the actions of the Company (or Company’s employees) and/or disputes arising out of or related to any assignment and/or termination of any assignment and/or arising out of or relating to the actions of the Client (or Client’s employees), shall be settled by final and binding arbitration, pursuant to the Federal Arbitration Act, in accordance with the employment rules of the American Arbitration Association (“AAA”), which can be found at  www.adr.org or a copy of the AAA rules can be provided to Employee upon Employee’s request to the Company at the time of hire.   Any arbitration between the Company and the Employee will be on an individual basis only, and the arbitrator shall not have any authority to preside over or to resolve claims on a class, collective, consolidated or representative basis.  With respect to Private Attorney General Act (“PAGA”) claims, Employer and Employee will not arbitrate PAGA claims on behalf of anyone other than the Employee, and the arbitrator shall not have any authority to preside over a PAGA claim involving anyone other than the Employer and Employee.  The arbitrator may award any and all remedies in accordance with the laws of the state where Employee was last employed with the Company.   The award shall be in writing, signed by the arbitrator, and shall provide the reasons for the award.  Judgment upon the arbitrator’s award may be entered in any court having jurisdiction. Any issues pertaining to the enforceability, application or validity of this agreement or arbitrability of any claim shall be decided only by a court of competent jurisdiction and not by an arbitrator.  If any claim is deemed not to be arbitrable, the arbitrable claim(s) shall be resolved first and any non-arbitrable claim(s) will be stayed pending the resolution of the arbitrable claim(s). If any portion of this agreement is deemed unenforceable, that portion shall be severed and the remainder of the agreement shall be enforced to the full extent permitted by law.  The Company and Employee hereby waive our respective rights to trial by jury and/or to bring any class, collective, consolidated or representative claim, cause of action or defense that each may have against the other or against any Client to the extent set forth above.  This agreement to arbitrate disputes does not prevent Employee from filing a charge or claim with any governmental administrative agency as permitted by applicable law.

16.
Successors and Assigns
 
You may not assign this Agreement.  Volt may assign this Agreement to an affiliate or a person or entity which is a successor in interest to substantially all of the business operations of Volt.

17.
Code Section 409A Omnibus Provision
 
Notwithstanding any other provision of this Agreement, it is intended that payments and benefits under this Agreement comply with Section 409A of the Code or with an exemption from the applicable Code Section 409A requirements and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A of the Code.  For purposes of this Agreement, all rights to payments and benefits hereunder of deferred compensation subject to Section 409A of the Code shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code.  For purposes of this Agreement, you will not be deemed to have had a termination of employment unless there has been a “separation from service” within the meaning of Section 409A of the Code.  Furthermore, neither Volt  nor any of its parents, subsidiaries, divisions, affiliates, directors, officers, predecessors, successors, employees, agents and attorneys shall be liable to you if any amount payable or provided hereunder is subject to any taxes, penalties or interest as a result of the application of Code Section 409A.
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
 
Notwithstanding any provision of this Agreement, if you are a “specified employee” (as defined in Section 409A of the Code and Treasury Regulations thereunder), then payment of any amount under this Agreement that is deferred compensation subject to Section 409A of the Code and the timing of which depends upon termination of employment shall be deferred for six (6) months after termination of your employment, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”).  In the event such payments are otherwise due to be made during the 409A Deferral Period, the payments that otherwise would have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum on the first day of the seventh month following the Termination Date, and the balance of the payments shall be made as otherwise scheduled.

18.
Counterparts and Facsimile Execution
This Agreement may be executed and delivered (a) in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument, and/or (b) by facsimile or PDF in which case (i) the instruments so executed and delivered shall be binding and effective for all purposes,  and (ii) the parties shall nevertheless exchange substitute hard copies of such facsimile or PDF instruments as soon thereafter as practicable (but the failure to do so shall not affect the validity of the instruments executed and delivered by facsimile or PDF).


 
 
 
 
 
 
 
 
 
 
Volt Information Sciences, Inc.
1065 Avenue of the Americas
New York, New York 10018
212-704-2400
 
 
Kindly indicate your acceptance of the terms of this Agreement by signing and returning it to the undersigned.

Sincerely,
 
Volt Information Sciences, Inc.  
       
       
By:  /s/ Paul Tomkins  
  Chief Financial Officer  
 
I have read, understand, accept and agree to the above terms and conditions governing my employment with Volt.
 
 
 
 
 
       
 /s/ Bryan Berndt   March 30, 2015  
Employee Name   Date