EXHIBIT 10.01
FORM OF INDEMNIFICATION AGREEMENT
Volt Information Sciences, Inc. has entered into an Indemnification
Agreement identical to the form attached hereto with each of the following
directors and officers on the dates indicated:
DATE NAME
September 6, 2005 William Shaw
September 6, 2005 Steven A. Shaw
September 6, 2005 Lloyd Frank
September 6, 2005 Bruce G. Goodman
September 6, 2005 Theresa A. Havell
September 6, 2005 Mark N. Kaplan
September 6, 2005 William H. Turner
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made as of the ___ day
of _________, 2005, by and between Volt Information Sciences, Inc., a New York
corporation (the "Corporation"), and ______________________ (the "Indemnitee").
WITNESSETH:
WHEREAS, it is essential to the Corporation to retain and attract directors
and/or officers who are the most capable persons available;
WHEREAS, the Indemnitee is serving or has agreed to serve as a director
and/or officer of the Corporation and in such capacity will render valuable
services to the Corporation;
WHEREAS, the Corporation and the Indemnitee recognize the substantial
increase in litigation and claims being asserted against directors and/or
officers;
WHEREAS, the Corporation's By-laws (together with the Corporation's
Restated Certificate of Incorporation, the "Constituent Documents") provide that
the Corporation will indemnify its directors and officers and will advance
expenses in connection therewith, and Indemnitee's willingness to serve as a
director and/or officer of the Corporation, or, at the Corporation's request, to
serve any Other Enterprise (as defined in Paragraph 2(e)) in any capacity, is
based in part on Indemnitee's reliance on such provisions;
WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to encourage Indemnitee's continued service
to the Corporation or, at the Corporation's request, any Other Enterprise, in an
effective manner, and Indemnitee's reliance on the aforesaid provisions of the
Constituent Documents, and to provide Indemnitee with express contractual
indemnification (regardless of, among other things, any amendment to or
revocation of such provisions or any change in the composition of the
Corporation's Board of Directors (the "Board") or any acquisition, disposition
or other business combination transaction involving or relating to the
Corporation), the Corporation wishes to provide in this Agreement for the
indemnification of Indemnifiable Losses (as defined in Paragraph 2(d)) and the
advancement of Expenses (as defined in Paragraph 2(c)) to Indemnitee as set
forth in this Agreement and, to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Corporation's directors' and
officers' liability insurance policies.
NOW, THEREFORE, in consideration of the Indemnitee's continued service as a
director and/or officer of the Corporation, the Corporation and Indemnitee do
hereby agree as follows:
1. Agreement to Serve. Indemnitee agrees to continue to serve as a
director and/or officer of the Corporation for so long as he or she is
duly elected or appointed or until such earlier time as he or she
tenders his or her resignation in writing. This provision is not a
guarantee of employment or service.
2. Certain Definitions. In addition to terms defined elsewhere herein,
the following terms have the following meanings when used in this
Agreement:
(a) The term "Affiliate" has the meaning given to that term in Rule
405 under the Securities Act of 1933, as amended; provided,
however, that for purposes of this Agreement the Corporation and
its subsidiaries will not be deemed to constitute Affiliates of
any Indemnitee.
(b) The term "Claim" means any threatened, pending or completed
action, suit or proceeding (whether civil, criminal,
administrative, arbitrative, investigative or other), whether
instituted by or in the right of the Corporation or any other
Person, or any inquiry or investigation, whether instituted by
the Corporation or any other Person in which Indemnitee is or was
a party or is threatened to be made a party or in good faith
believes might lead to the institution of any such action, suit
or proceeding, by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Corporation (or any
subsidiary of the Corporation), or is or was serving at the
request of the Corporation as a director, officer, employee,
member, manager, trustee, agent or fiduciary (or in any other
capacity) of an Other Enterprise.
(c) The term "Expenses" includes all attorneys' and experts' fees,
expenses and charges and all other costs, expenses and
obligations, paid or incurred in connection with investigating,
defending, or participating (as a party, a witness, or otherwise)
in (including on appeal), or preparing to defend or participate
in, any Claim or otherwise establishing a right to
indemnification under this Agreement.
(d) The term "Indemnifiable Losses" means any and all Expenses,
damages, losses, liabilities, judgments, fines, penalties and
amounts paid or payable in settlement (including, without
limitation, all interest, assessments and other charges paid or
payable in connection with or in respect of any of the foregoing,
including any excise taxes assessed on Indemnitee with respect to
any employee benefit plan), relating to, resulting from or
arising out of any act or failure to act by the Indemnitee, or
his or her status as any person referred to in clause (i) of this
sentence, (i) in his or her capacity as a director, officer,
employee or agent of the Corporation or any of its Affiliates or
as a director, officer, employee, member, manager, trustee, agent
or fiduciary (or in any other capacity) of any Other Enterprise
as to which the Indemnitee is or was serving at the Corporation's
request and (ii) in respect of any business, transaction or other
activity of any entity referred to in clause (i) of this
sentence.
(e) The term "Other Enterprise" shall mean any corporation, limited
liability company, partnership, joint venture, trust or other
entity or enterprise, whether or not for profit, or any employee
benefit plan.
(f) The term "to serve at the Corporation's request" shall mean any
service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by,
such Person as a director, officer, partner, member, manager,
employee, trustee, agent or fiduciary (or in any other capacity)
with respect to any Other Enterprise.
(g) The term "Person" shall mean any individual, governmental entity
or Other Enterprise.
(h) The term "not opposed to the best interests of the Corporation"
shall include action taken in good faith and in a manner the
person acting reasonably believed to be in the interest of the
Corporation or its shareholders or the participants and
beneficiaries of an employee benefit plan.
3. General Indemnification. The Corporation shall indemnify Indemnitee in
accordance with the provisions of this Paragraph 3 against all
Expenses actually and reasonably incurred by Indemnitee in connection
with the defense or settlement of any Claim; provided, however, that
no indemnification for Expenses shall be made under this Paragraph 3
in respect of any Claim if a judgment or other final adjudication
adverse to Indemnitee 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 unless and only to the extent that the court in which such
Claim was brought, or, if no action was brought, any court of
competent jurisdiction determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for
the Expenses and the amount of the Indemnifiable Losses which the
court shall deem proper.
4. Indemnification of Expenses of Successful Party. Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee has
been successful on the merits or otherwise, in defense of any Claim,
Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee in connection therewith to the
fullest extent permitted by New York Law.
5. Advances of Expenses. The Indemnitee's right to indemnification in
Paragraph 3 of this Agreement shall include the right of Indemnitee to
receive an advance from the Corporation of any Expenses. If so
requested by Indemnitee, the Corporation will advance within 45 days
of such request any and all Expenses to Indemnitee which Indemnitee
reasonably determines likely to be payable; provided, however, that
Indemnitee will return, without interest, any such advance which
remains unspent at the final conclusion of the Claim to which the
advance related; and provided, further, that all amounts advanced in
respect of such Expenses shall be repaid to the Corporation by
Indemnitee if it shall ultimately be determined in a final judgment or
as provided in Paragraph 7, that Indemnitee is not entitled to be
indemnified for such Expenses. This undertaking by Indemnitee is an
unlimited general undertaking but no security for such undertaking
will be required.
6. Indemnification for Additional Expenses. Without limiting the
generality or effect of the foregoing, the Corporation will indemnify
Indemnitee against and, if requested by Indemnitee, will within 45
days of such request advance to Indemnitee, any and all Expenses paid
or incurred by Indemnitee in connection with any Claim asserted or
brought by Indemnitee for (i) indemnification or advance payment of
Expenses by the Corporation under this Agreement or any other
agreement or under any provision of the Corporation's Constituent
Documents now or hereafter in effect relating to Claims for
Indemnifiable Losses and/or (ii) recovery under any directors' and
officers' liability insurance policies maintained by the Corporation,
regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be.
7. Right of Indemnitee to Indemnification Upon Application; Procedure
Upon Application.
(a) Subject to Paragraph 8 of this Agreement, Indemnitee will be
presumed to be entitled to indemnification under this Agreement.
The burden of proving that indemnification or advances of
Expenses are not appropriate shall, to the extent permitted by
law, be on the Corporation.
(b) Any indemnification under Paragraph 3 shall be paid by the
Corporation no later than 45 days after receipt of the written
request of Indemnitee, unless a determination is made within said
45-day period by (i) the Board of Directors by a majority vote of
directors who are not and were not parties to the Claim in
respect of which indemnification is being sought ("Disinterested
Directors"), (ii) a committee of the Board of Directors comprised
of Disinterested Directors or (iii) independent legal counsel in
a written opinion, that Indemnitee has not met the relevant
standards for indemnification set forth in this Agreement. In any
such case, the Corporation shall send prompt written notice to
the Indemnitee of such determination. If requested by the
Indemnitee in writing, any such determination shall be made by
independent legal counsel not previously employed by the
Corporation or any Affiliate thereof.
(c) Indemnitee will be entitled to a hearing before the Board of
Directors of Corporation or the Disinterested Directors and/or
any other person or persons making a determination and evaluation
under Paragraph 7(b). Indemnitee will be entitled to be
represented by counsel at such hearing. The cost of any
determination and evaluation under Paragraph 7(b) (including
attorneys' fees and other expenses incurred by Indemnitee in
preparing for and attending the hearing contemplated by Paragraph
7 and otherwise in connection with the determination and
evaluation under Paragraph 7) will be borne by the Corporation.
(d) The right to indemnification or advancement of Expenses as
provided by this Agreement shall be enforceable by Indemnitee in
any court of competent jurisdiction. Neither the failure of the
Corporation (including its Board of Directors or independent
legal counsel) to have made a determination prior to the
commencement of such action that Indemnitee has met the
applicable standard of conduct nor an actual determination by the
Corporation (including its Board of Directors or independent
legal counsel) that Indemnitee has not met such standard shall be
a defense to the action or create a presumption that Indemnitee
has not met the applicable standard of conduct. Indemnitee's
Expenses actually and reasonably incurred in connection with
successfully establishing his or her right to indemnification or
advances, in whole or in part, shall also be indemnified by the
Corporation.
(e) With respect to any Claim for which indemnification is requested,
the Corporation will be entitled to participate therein at its
own expense and, except as otherwise provided below, the
Corporation may assume the defense thereof, with counsel
satisfactory to Indemnitee. After notice from the Corporation to
Indemnitee of its election to assume the defense of a Claim, the
Corporation will not be liable to Indemnitee under this Agreement
for any Expenses subsequently incurred by Indemnitee in
connection with the defense thereof, other than as provided
below. The Corporation shall not settle any Claim in any manner
which would impose any penalty or limitation on Indemnitee
without Indemnitee's written consent. Indemnitee shall have the
right to employ counsel in any Claim but the fees and expenses of
such counsel incurred after notice from the Corporation of its
assumption of the defense of the Claim shall be at the expense of
Indemnitee, unless (i) the employment of counsel by Indemnitee
has been authorized by the Corporation, (ii) Indemnitee shall
have reasonably concluded that there may be a conflict of
interest between the Corporation and Indemnitee in the conduct of
the defense of a Claim, (iii) the named parties in any such Claim
(including any impleaded parties) include both the Corporation
and Indemnitee, and Indemnitee shall conclude that there may be
one or more legal defenses available to him or her that are
different from or in addition to those available to the
Corporation, (iv) any such representation by the Corporation
would be precluded under the applicable standards of professional
conduct then prevailing or (v) the Corporation shall not in fact
have employed counsel to assume the defense of a Claim, in each
of which cases the fees and expenses of Indemnitee 's counsel
shall be advanced by the Corporation. Notwithstanding the
foregoing, the Corporation shall not be entitled to assume the
defense of any Claim brought by or in the right of the
Corporation.
(f) The Corporation shall pay to Indemnitee, at the time payments are
made to Indemnitee for Expenses pursuant to this Agreement, an
additional payment (the "Gross Up Amount") such that after
payment of all taxes, if any, on payments so made, including the
amount of the Gross Up Amount, Indemnitee retains an amount equal
to the amount to be received.
8. Limitation on Indemnification. No payment pursuant to this Agreement
shall be made by the Corporation:
(a) to indemnify or advance funds to Indemnitee for Expenses with
respect to Claims initiated or brought or joined in voluntarily
by Indemnitee and not by way of defense, except with respect to
Claims brought to establish or enforce a right to indemnification
or advancement of Expenses under this Agreement or as otherwise
required by New York law, but such indemnification or advancement
of Expenses may be provided by the Corporation in specific cases
if the Board finds it to be appropriate;
(b) to indemnify Indemnitee for any Expenses sustained in any Claim
for which payment is actually made to Indemnitee under a valid
and collectible insurance policy, except in respect of any excess
beyond the amount of payment under such insurance;
(c) to indemnify Indemnitee for any Expenses sustained in any Claim
for an accounting of profits made from the purchase or sale by
Indemnitee of securities of the Corporation pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated
thereunder and amendments thereto or similar provisions of any
federal, state, or local statutory law;
(d) to indemnify Indemnitee if his or her acts violated Section 719
of the New York Business Corporation law (the "NYBCL"); or
(e) if a court of competent jurisdiction finally determines that such
payment hereunder is unlawful.
9. Indemnification Hereunder Not Exclusive. The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled
under the Constituent Documents of the Corporation, any agreement, any
vote of stockholders or Disinterested Directors, the NYBCL or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office (collectively, "Other
Indemnity Provisions"); provided, however, that (i) to the extent that
Indemnitee otherwise would have any greater right to indemnification
under any Other Indemnity Provision, Indemnitee will be deemed to have
such greater right hereunder and (ii) to the extent that any change is
made to any Other Indemnity Provision which permits any greater right
to indemnification than that provided under this Agreement as of the
date hereof, Indemnitee will be deemed to have such greater right
hereunder. The indemnification rights afforded to Indemnitee hereby
are contract rights and the Corporation will not adopt any amendment
to any of the Constituent Documents the effect of which would be to
eliminate, deny, diminish, encumber or otherwise affect Indemnitee's
right to indemnification under this Agreement or any Other Indemnity
Provision. The indemnification provided by this Agreement shall
continue as to Indemnitee even though he or she may have ceased to be
a director, officer, employee or agent of the Corporation and shall
inure to the benefit of the heirs and personal representatives of
Indemnitee.
10. Partial Indemnification. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for a portion
of the Expenses and/or Indemnifiable Losses actually and reasonably
incurred by him or her in any Claim but not, however, for the total
amount thereof, the Corporation shall nevertheless indemnify
Indemnitee for the portion of such Expenses and/or Indemnifiable
Losses to which Indemnitee is entitled. Moreover, notwithstanding any
other provision of this Agreement, to the extent that Indemnitee has
been successful on the merits or otherwise in defense of any or all
Claims relating in whole or in part to an Indemnifiable Loss or in
defense of any issue or matter therein, including, without limitation,
dismissal without prejudice, Indemnitee will be indemnified against
all Expenses incurred in connection therewith.
11. No Other Presumption. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without
court approval) or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith in a manner which he or she
reasonably believed to be in or not opposed to the best interests of
the Corporation.
12. Indemnification of Indemnitee's Estate. Notwithstanding any other
provision of this Agreement, and regardless of whether indemnification
of the Indemnitee would be permitted and/or required under this
Agreement, if the Indemnitee is deceased, the Corporation shall
indemnify and hold harmless the Indemnitee's estate, spouse, heirs,
administrators, personal or legal representatives, executors and
trustees (collectively the "Indemnitee's Estate") against, and the
Corporation shall assume, any and all Expenses actually incurred by
the Indemnitee or the Indemnitee's Estate in connection with the
investigation, defense, settlement or appeal of any Claim.
Indemnification of the Indemnitee's Estate pursuant to this Paragraph
12 shall be mandatory and not require any determination or finding
that the Indemnitee's conduct satisfied a particular standard of
conduct.
13. Spousal Indemnification. The indemnifications, benefits and
obligations of this Agreement shall extend to the spouse of an
Indemnitee in the event that the spouse is made a party to a
Proceeding or collection, execution or enforcement efforts arising
from a Claim.
14. Limitation of Actions and Release of Claims. No proceeding shall be
brought and no cause of action shall be asserted by or on behalf of
the Corporation, any subsidiary of the Corporation or any Other
Enterprise against the Indemnitee, after the expiration of one year
from the act or omission of the Indemnitee upon which such proceeding
is based; however, in a case where the Indemnitee fraudulently
conceals the facts underlying such cause of action, no proceeding
shall be brought and no cause of action shall be asserted after the
expiration of one year from the earlier of (i) the date the
Corporation, any subsidiary of the Corporation or any Other Enterprise
discovers such facts, or (ii) the date the Corporation, any subsidiary
of the Corporation or any Other Enterprise could have discovered such
facts by the exercise of reasonable diligence. Any claim or cause of
action of the Corporation, any subsidiary of the Corporation or any
Other Enterprise, including claims predicated upon the act or omission
of the Indemnitee, shall be extinguished and deemed released unless
asserted by filing of a legal action within such period. This
Paragraph 14 shall not apply to any cause of action which has accrued
on the date hereof and of which the Indemnitee is aware on the date
hereof, but as to which the Corporation has no actual knowledge apart
from the Indemnitee's knowledge.
15. Maintenance of Liability Insurance.
(a) The Corporation hereby covenants and agrees that, as long as
Indemnitee continues to serve as a director or officer of the
Corporation and thereafter as long as Indemnitee may be subject
to any Claim, the Corporation, subject to subparagraph (c) below,
shall maintain in full force and effect directors' and officers'
liability insurance ("D&O Insurance") in reasonable amounts from
established and reputable insurers.
(b) In all D&O Insurance policies, Indemnitee shall be named as an
insured in such a manner as to provide the Indemnitee the same
rights and benefits as are accorded to the most favorably insured
of the Corporation's directors and officers.
(c) Notwithstanding the foregoing, the Corporation shall have no
obligation to obtain or maintain D&O Insurance if the Corporation
determines in good faith that such insurance is not reasonably
available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, the coverage
provided by such insurance is so limited by exclusions that it
provides an insufficient benefit, or Indemnitee is covered by
similar insurance maintained by a subsidiary of the Corporation.
16. Subrogation. In the event of payment under this Agreement, the
Corporation will be subrogated to the extent of such payment to all
of the related rights of recovery of Indemnitee against other Persons,
including any carrier of D&O Insurance (other than personal
directors' (or officers') insurance coverage, if any, which is
maintained by Indemnitee). . The Indemnitee will execute all papers
reasonably required to evidence such rights (all of Indemnitee's
reasonable Expenses related thereto to be reimbursed by or, at the
option of Indemnitee, advanced by the Corporation).
17. No Duplication of Payments. The Corporation will not be liable under
this Agreement to make any payment in connection with any
Indemnifiable Loss made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (net of Expenses incurred in
connection therewith) under any insurance policy, the Constituent
Documents and Other Indemnity Provisions or otherwise of the amounts
otherwise indemnifiable hereunder provided that, if Indemnitee
for any reason is required to disgorge any payment actually
received by him, the Corporation shall be obligated to pay such amount
to Indemnitee in accordance with the other terms of this Agreement
(i.e., disregarding the terms of this Paragraph 17).
18. Successors and Binding Agreement.
(a) The Corporation will require any successor (whether direct
or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of
the business or assets of the Corporation (a "Successor"),
by agreement in form and substance satisfactory to
Indemnitee and his or her counsel, expressly to assume and
agree to perform this Agreement in the same manner and to
the same extent the Corporation would be required to perform
if no such succession had taken place. This Agreement will
be binding upon and inure to the benefit of the Corporation
and may be assigned to a Successor, but will not otherwise
be assignable or delegatable by the Corporation.
(b) This Agreement will inure to the benefit of and be
enforceable by the Indemnitee's Estate and, to the extent
provided in Paragraph 13, Indemnitee's spouse.
(c) This Agreement is personal in nature and neither of the
parties hereto will, without the consent of the other,
assign or delegate this Agreement or any rights or
obligations hereunder except as expressly provided in
Paragraphs 18(a) and 18(b). Without limiting the generality
or effect of the foregoing, Indemnitee's right to receive
payments hereunder will not be assignable, whether by
pledge, creation of a security interest or otherwise, other
than by a transfer by the Indemnitee's will or by the laws
of descent and distribution, and, in the event of any
attempted assignment or transfer contrary to this Paragraph
18(c), the Corporation will have no liability to pay any
amount so attempted to be assigned or transferred.
19. Notices. For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or
approvals, required or permitted to be given hereunder will be in
writing and will be deemed to have been duly given when hand
delivered or dispatched by electronic facsimile transmission
(with receipt thereof orally confirmed), or five business days
after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid or one business
day after having been sent for next-day delivery by a nationally
recognized overnight courier service, addressed to the
Corporation (to the attention of the Secretary of the
Corporation) and to the Indemnitee at the addresses shown on the
signature page hereto, or to such other address as any party may
have furnished to the other in writing and in accordance
herewith, except that notices of changes of address will be
effective only upon receipt.
20. Governing Law. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed
in accordance with the substantive laws of the State of New York,
without giving effect to the principles of conflict of laws of
such State. Each party consents to non-exclusive jurisdiction of
any New York state or federal court for purposes of any action,
suit or proceeding hereunder, waives any objection to venue
therein or any defense based on forum non conveniens or similar
theories and agrees that service of process may be effected in
any such action, suit or proceeding by notice given in accordance
with Paragraph 19.
21. Validity. If any provision of this Agreement or the application
of any provision hereof to any person or circumstance is held
invalid, unenforceable or otherwise illegal by any court of
competent jurisdiction, the remainder of this Agreement and the
application of such provision to any other person or circumstance
will not be affected, and the provision so held to be invalid,
unenforceable or otherwise illegal will be reformed to the
extent, and only to the extent, necessary to make it enforceable,
valid or legal.
22. Miscellaneous. No provision of this Agreement may be waived,
modified or discharged unless such waiver, modification or
discharge is agreed to in writing signed by Indemnitee and the
Corporation. No waiver by either party hereto at any time of any
breach by the other party hereto or compliance with any condition
or provision of this Agreement to be performed by such other
party will be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, expressed or
implied with respect to the subject matter hereof have been made
by either party that are not set forth expressly in this
Agreement. References to Paragraphs are to Paragraphs of this
Agreement.
23. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original but
all of which together will constitute one and the same agreement.
24. Amendments. No amendment, waiver, modification, termination, or
cancellation of this Agreement shall be effective unless in
writing signed by both parties hereto.
25. Cooperation and Interest. The Corporation shall cooperate in good
faith with the Indemnitee and use its best efforts to ensure that
the Indemnitee is indemnified and/or reimbursed for liabilities
described in this Agreement to the fullest extent permitted by
law.
26. Legal Fees and Expenses. It is the intent of the Corporation that
the Indemnitee not be required to incur legal fees and or other
Expenses associated with the interpretation, enforcement or
defense of Indemnitee's rights under this Agreement by litigation
or otherwise because the cost and expense thereof would
substantially detract from the benefits intended to be extended
to the Indemnitee hereunder. Accordingly, without limiting the
generality or effect of any other provision hereof, (i) if it
should appear to the Indemnitee that the Corporation has failed
to comply with any of its obligations under this Agreement or
that an action should be brought in the nature of a declaratory
judgment to determine the rights of the parties hereto, or (ii)
in the event that the Corporation or any other person takes or
threatens to take any action to declare this Agreement void or
unenforceable, or institutes any litigation or other action or
proceeding designed to deny, or to recover from, the Indemnitee
the benefits provided or intended to be provided to the
Indemnitee hereunder, the Corporation irrevocably authorizes the
Indemnitee from time to time to retain counsel of Indemnitee's
choice, at the expense of the Corporation as hereafter provided,
to advise and represent the Indemnitee in connection with any
such interpretation, enforcement or defense, including without
limitation the initiation or defense of any litigation or other
legal action, whether by or against the Corporation or any
director, officer, stockholder or other person affiliated with
the Corporation. Notwithstanding any existing or prior
attorney-client relationship between the Corporation and such
counsel, the Corporation irrevocably consents to the Indemnitee's
entering into an attorney-client relationship with such counsel,
and in that connection the Corporation and the Indemnitee agree
that a confidential relationship shall exist between the
Indemnitee and such counsel. Without respect to whether the
Indemnitee prevails, in whole or in part, in connection with any
of the foregoing, the Corporation will pay and be solely
financially responsible for any and all attorneys' and related
fees and expenses incurred by the Indemnitee in connection with
any of the foregoing.
27. Certain Interpretive Matters. No provision of this Agreement will
be interpreted in favor of, or against, either of the parties
hereto by reason of the extent to which either such party or its
counsel participated in the drafting thereof or by reason of the
extent to which any such provision is inconsistent with any prior
draft hereof or thereof
28. Effective Date. The provisions of this Agreement shall cover
Claims, whether now pending or hereafter commenced, and shall be
retroactive to cover acts or omissions or alleged acts or
omissions which heretofore have taken place.
IN WITNESS WHEREOF, Indemnitee has executed and the Corporation has caused
its duly authorized representative to execute this Agreement as of the date
first above written.
Attest: Volt Information Sciences, Inc.
________________________________ By:_________________________________
Secretary Name:
Title:
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Indemnitee