EXHIBIT 10.01
INDEMNIFICATION AGREEMENT
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This Indemnification Agreement (this "Agreement") is made as of the 5th day
of September, 2006, by and between Volt Information Sciences, Inc., a New York
corporation (the "Corporation"), and Deborah Shaw (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:
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Assistant Secretary Name: Howard B. Weinreich
Title: Senior Vice President &
General Counsel
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Indemnitee