Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex322.htm |
| EX-32.1 - EXHIBIT 32.1 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex321.htm |
| EX-31.2 - EXHIBIT 31.2 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - VOLT INFORMATION SCIENCES, INC. | a07312016-ex311.htm |
| EX-10.2 - EXHIBIT 10.2 - VOLT INFORMATION SCIENCES, INC. | amendment3torfa.htm |
| 10-Q - 10-Q - VOLT INFORMATION SCIENCES, INC. | visi-07312016x10q.htm |
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VOLT INFORMATION SCIENCES, INC.
ANNUAL INCENTIVE PLAN
1. Purpose. The purpose of this Volt Information Sciences, Inc. (the “Company”)
Annual Incentive Plan (as amended from time to time, this “Plan”) is to reinforce
corporate, divisional and individual goals and to promote and reward the achievement of
financial, organizational, leadership and other objectives aligned to the overall strategy
of the Company.
2. Eligibility. Eligible employees in this Plan shall consist of such employees of the
Company and its affiliates that the Committee (as defined herein) in its sole discretion
selects to participate (any employee so selected, a “Participant”). An employee who is
a Participant for one Performance Period (as defined herein) shall not have the right to
be a Participant in any subsequent Performance Period. In determining Participants in
this Plan, the Committee shall take into account such factors as the Committee shall
deem relevant in connection with accomplishing the purposes of this Plan. It is the
intent of the Committee that all of the Company’s annual bonus payments, if any, shall
be paid pursuant to this Plan.
3. Plan Administration.
3.1 Committee. This Plan shall be administered as follows: (i) with respect to
Participants who are Senior Officers of the Company (as defined below), this Plan shall
be administered by the Human Resources and Compensation Committee of the
Company’s Board of Directors (the “Compensation Committee”), subject to the terms of
its Charter; and (ii) with respect to all Participants who are not Senior Officers, the
Compensation Committee shall delegate its authority under this Plan to one or more
Senior Officers of the Company (the “Sub-Committee”). References to the “Committee”
shall mean the Compensation Committee or the Sub-Committee, as applicable. For
purposes of this Plan, “Senior Officers” means the Chief Executive Officer of the
Company and each other officer of the Company subject to Section 16 of the Securities
Exchange Act of 1934, as amended.
3.2 Authority. The Committee shall have the authority in its sole discretion, subject
to and not inconsistent with the express provisions of this Plan, to administer this Plan
and to exercise all the powers and authorities either specifically granted to it under this
Plan or necessary or advisable in the administration of this Plan, including, without
limitation, the authority to make Bonus Awards (as defined below); to determine the
persons to whom and the time or times at which Bonus Awards shall be made; to
determine the terms, conditions, restrictions and performance criteria relating to any
Bonus Award; to determine whether, to what extent, and under what circumstances a
Participant’s right to receive a Bonus Award may be cancelled, forfeited, or surrendered;
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to construe and interpret this Plan and any Bonus Award; to prescribe, amend and
rescind rules and regulations relating to this Plan; to determine the terms and provisions
of Bonus Awards; and to make all other determinations deemed necessary or advisable
for the administration of this Plan. The Committee shall have the authority to make
equitable adjustments to the performance criteria and/or Bonus Awards in such
circumstances as the Committee deems appropriate. The Compensation Committee
shall have the authority to make adjustments to the performance criteria and/or Bonus
Awards in recognition of unusual or non-recurring events affecting the Company or any
affiliate of the Company or the financial statements of the Company or any affiliate of
the Company, in response to changes in applicable laws or regulations or to account for
items of gain, loss or expense determined to be extraordinary or unusual in nature or
infrequent in occurrence or related to the disposal of a segment of a business or related
to a change in accounting principles. All decisions, determinations and interpretations
of the Committee shall be final and binding on all persons, including the Company and
the Participant (or any person claiming any rights under this Plan from or through any
Participant). The Committee may delegate any of its duties and powers, in whole or in
part, to any subcommittee thereof.
4. Bonus Awards.
4.1 Annual Bonuses. A Participant may be designated as eligible to receive an
incentive cash bonus with respect to an annual performance period (the “Annual
Bonus”), subject to the procedures and requirements set forth in this Plan. A
Participant’s Annual Bonus may be measured by, among other things, a percentage of
the Participant’s annual base salary.
4.2 Other Bonuses. The Committee may award other cash bonuses in such
amounts and on such terms and conditions as it determines in its sole discretion,
without regard to the procedures and requirements set forth in this Plan (an “Other
Bonus” and collectively with any Annual Bonuses, “Bonus Awards”), to any individual
who is or has been hired by the Company or any of its affiliates, to the extent any such
person is identified as an eligible Participant by the Committee.
5. Procedure.
5.1 Performance Period. Unless otherwise determined by the Committee, the annual
performance period with respect to an Annual Bonus shall be the Company’s fiscal year
(any such period, a “Performance Period”).
5.2 Establishment of Performance Goals. The Committee (or its designee) shall
establish (i) the performance goals applicable to the Performance Period; (ii) the
performance measures to be used to measure the performance goals; (iii) the method
for computing the amount of compensation payable to each Participant if such
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performance goals are obtained; and (iv) the Participants or class of Participants to
which such performance goals apply. Such performance goals may include, without
limitation, earnings-based measures (e.g., EBITDA, adjusted EBITDA, operating
income, revenue), measures relating to the Company’s share price and/or individual
management based objectives (“MBOs”), in any case, as may be determined by the
Committee with respect to a given Performance Period. The Sub-Committee may
delegate its authority to set MBOs to one or more officers or managers of the Company,
including individuals who are responsible for a Participant’s division or business unit
within the Company. Performance goals may also be based on comparisons to the
performance of other companies or an index covering multiple companies, measured
with respect to one or more of the applicable performance measures.
The performance goals with respect to a given Performance Period shall be
communicated to the applicable Participant or class of Participants as soon as
reasonably practicable following the Committee’s determination of such performance
goals for the Performance Period.
5.3 Determination of Annual Bonus Amounts. As soon as reasonably practicable
following the completion of each Performance Period, the Committee shall confirm
which of the applicable performance goals, if any, have been achieved and the amount
of Annual Bonus payable as a result thereof to each applicable Participant (the
“Preliminary Bonus Amount”).
5.4 Committee Discretion to Modify Awards. Following the Committee’s
determination of the Preliminary Bonus Amount, the Committee shall have the
discretion to increase or decrease the Preliminary Bonus Amount by a percentage
determined by the Committee for the applicable Performance Period (the resulting
amount, the “Modified Bonus Amount”), and the Modified Bonus Amount shall represent
the amount of Annual Bonus to be paid to a Participant in respect of that Performance
Period; provided, however, that nothing herein shall require the Committee to exercise
such discretion or prevent the Committee from revising the percentage by which the
Preliminary Bonus Amount can be modified for a particular Performance Period.
5.5 Payment of Bonus Awards. The Annual Bonus shall be paid, if at all, to
Participants within a reasonable period of time following the end of the Performance
Period to which such Annual Bonus relates, but in no event shall any Bonus Award be
paid later than March 15th of the calendar year immediately following the fiscal year with
respect to which the applicable Bonus Award was earned.
6. General Provisions.
6.1 Compliance with Legal Requirements. This Plan and the payment of Bonus
Awards, and the other obligations of the Company under this Plan shall be subject to all
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applicable federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required.
6.2 No Right to Continued Service. Nothing in this Plan shall confer upon any
Participant the right to continue in the service of the Company or any of its affiliates or to
be entitled to any compensation or benefits or to interfere with or limit in any way
whatever rights otherwise exist of the Company or any of its affiliates to terminate such
Participant’s service or change such Participant’s compensation.
6.3 Withholding Taxes. The Company and its affiliates shall have the right to deduct
from any payment made under this Plan any federal, state, local or foreign income or
other taxes they determine are required to be withheld with respect to such payment.
6.4 Amendment, Termination and Duration of this Plan. The Compensation
Committee may at any time and from time to time alter, amend, suspend, or terminate
this Plan in whole or in part, with or without Participant consent. Notwithstanding the
foregoing, no amendment (other than an amendment deemed necessary by the
Compensation Committee to comply with Section 409A of the Code (as defined below))
shall affect adversely any of the rights of any Participant under any Bonus Award
following the end of the Performance Period (if applicable) to which such Bonus Award
relates.
6.5 Participant Rights. No Participant shall have any claim to be granted any Bonus
Award under this Plan, and there is no obligation for uniformity of treatment among
Participants.
6.6 Eligibility for Other Bonuses and Annual Bonuses
(i) Unless otherwise provided by the Committee or provided for otherwise in
a Participant's employment agreement, a Participant must be actively employed by the
Company or one of its affiliates on the date Bonus Awards are paid in order to receive
payment in respect of such award. Accordingly, a Participant shall forfeit his/her right to
receive payment in respect of any unpaid Bonus Award upon his/her termination of
employment with the Company.
(ii) Subject to the provisions of Section 6.6(i), in the event a person is a
Participant in the Plan for less than the entire Performance Period, he/she shall be
eligible to receive a portion of any Annual Bonus earned in respect of such Performance
Period, prorated such that the numerator equals the number days the person was a
Participant in the Plan during such Performance Period and the denominator equals the
total number of days occurring during such Performance Period.
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(iii) In the event that, during a Performance Period, a Participant transitions
between positions, business divisions or units within the Company, the Participant’s
Annual Bonus shall consist of a portion of the Annual Bonus (if any) calculated for each
position, business division or unit in respect of such Performance Period, pro-rated, in
each case, such that the numerator equals the number of days the person was a
Participant in the Plan and providing services to the applicable business division or unit
or in the applicable position during such Performance Period, and the denominator
equals the total number of days during such Performance Period.
For purposes of this Section 6.6, “actively employed” shall mean all full and part time
employees, employees on workers’ compensation, maternity leave, or disability and
employees on other approved leaves of absence with a legal or contractual right to
reinstatement.
6.7 Change in Control. Upon a Change in Control (as defined in the Company’s
2015 Equity Incentive Plan, as it may be amended and/or restated from time to time),
the Compensation Committee shall determine, in its sole discretion, the treatment of
Bonus Awards. Notwithstanding any provision in this Plan to the contrary, and unless
otherwise determined by the Compensation Committee, to the extent a Change in
Control becomes effective following the completion of a Performance Period, but prior to
the date on which Annual Bonuses have been paid in respect of such Performance
Period, a Participant’s Annual Bonus with respect to such period (if any) shall be paid
within 15 days of the effective date of the Change in Control.
6.8 Unfunded Status of Awards. This Plan is intended to constitute an “unfunded”
plan for incentive compensation. With respect to any payments not yet made to a
Participant pursuant to a Bonus Award, nothing contained in this Plan shall give any
such Participant any rights that are greater than those of a general creditor of the
Company.
6.9 Governing Law. This Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of New York without giving
effect to the conflict of laws principles thereof.
6.10. Section 409A. This Plan and the payments and benefits hereunder are intended
to be exempt from Section 409A of the Code (“Section 409A”). To the extent that any
provision of this Plan would result in the payment of additional tax, interest or tax
penalties under Section 409A, the Company agrees to amend this Plan if permitted
under Section 409A in a manner which does not impose any additional taxes, interest or
penalties in order to bring this Plan into compliance with Section 409A, without
materially changing the economic value of the arrangements under this Plan to any
Participant, and thereafter the Company shall interpret its provisions in a manner that
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complies with Section 409A. Notwithstanding the foregoing, no particular tax result for
any Participant with respect to any income recognized in connection with this Plan is
guaranteed, and in no event shall the Company or any of its affiliates, or any of their
respective representatives, be liable for any taxes, interest or penalties incurred by any
Participant in connection with this Plan, the payments or benefits hereunder, or
otherwise.
6.11 Effective Date. This Plan became effective as of September 7, 2016, the date
this Plan was approved by the Compensation Committee.