VOLT INFORMATION SCIENCES, INC. (NYSEAMERICAN: VISI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Entry into New Employment Agreement with Linda Perneau
As previously disclosed on Form 8-K filed with the SEC on November 7, 2018, Linda Perneau transitioned out of her interim role and was appointed President and Chief Executive Officer ofVolt Information Sciences, Inc. (the “Company”)effective November 7, 2018. In connection with her appointment, the Company and Ms. Perneau entered into a new Employment Agreement on December 4, 2018 (the “Employment Agreement”) to memorialize Ms. Perneau’s new role as President and Chief Executive Officer of the Company; however, the material economic terms of the Employment Agreement are similar to the terms of Ms. Perneau’s former employment agreement.
The Employment Agreement memorializes Ms. Perneau’s current annual base salary of $650,000 and increased her target annual bonus from 80% to 50% of her annual base salary. The Employment Agreement also provides that the Company will pay to Ms. Perneau $80,000 for purposes of Ms. Perneau’s relocation to California. If Ms. Perneau’s employment with the Company terminates prior to December 4, 2019 for any reason other than by the Company without “Cause” or by Ms. Perneau for “Good Reason” (each as defined in the Employment Agreement), Ms. Perneau will be required to repay this amount to the Company.
Consistent with her former employment agreement, if Ms. Perneau’s employment is terminated by the Company without Cause (other than for death or disability) or by Ms. Perneau for Good Reason, Ms. Perneau will be entitled to receive payment of (i) one year of her then-current annual base salary, payable in 12 monthly installments; (ii) a pro-rated portion of her annual bonus payable in respect of the year of termination, based on actual performance results for that year; (iii) any earned but unpaid annual bonus for the year prior to the year of termination; and (iv) certain costs associated with the payment of health benefits for 12 months following the termination date. Ms. Perneau’s receipt of the severance benefits described above is subject to her execution of a valid release of claims and is conditioned on her compliance with the non-solicitation and confidentiality covenants contained in the Employment Agreement for the relevant period following her termination of employment for any reason.
The foregoing description is qualified by reference to the full text of the Employment Agreement. A copy of the Employment Agreement is filed as Exhibit 10.1 attached hereto and is incorporated herein by reference in its entirety into this Item 5.02.
Entry into Separation Agreement with Ann R. Hollins
On November 30, 2018, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with Ann R. Hollins, the Company’s former Senior Vice President and Chief Human Resources Officer. to the Separation Agreement, Ms. Hollins will receive the severance benefits set forth in her employment agreement, and a portion of her unvested restricted stock units will remain eligible to vest if certain conditions are met prior to March 15, 2019. Ms. Hollins’ receipt of the foregoing benefits is subject to her not revoking the general release of claims contained in the Separation Agreement.
The foregoing description is qualified by reference to the full text of the Separation Agreement. A copy of the Separation Agreement is filed as Exhibit 10.2 attached hereto and is incorporated herein by reference in its entirety into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
VOLT INFORMATION SCIENCES, INC. ExhibitEX-10.1 2 ss117512_ex1001.htm LINDA EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”),…To view the full exhibit click here
