Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 24, 2022, Craig R. Lewis was appointed Chief Revenue Officer of Volt
Information Sciences, Inc. (the "Company"). Prior to joining the Company and
since January 2021, Mr. Lewis, age 57, served as Senior Vice President of
Revenue, North America, at Resources Global Professionals, the operating
subsidiary of Resources Connection, Inc ("RGP"). From June 2017 through December
2020, he served as RGP's Senior Vice President of Revenue, previous to which he
served as RGP's Regional Managing Director, Southeast since 2014.
In connection with Mr. Lewis's appointment as Chief Revenue Officer, the Company
entered into an Employment Agreement with him dated as of January 24, 2022, (the
"Agreement"), that includes, among other things, the terms of his compensation.
Pursuant to the Agreement, Mr. Lewis's base salary is $415,000 per year and he
is eligible to earn an annual target incentive bonus of 60% of his base salary
upon the Company's achievement of certain financial performance goals (which
amount will be pro-rated for time served during the 2022 fiscal year). Mr. Lewis
will also receive a one-time cash bonus amount of $125,000 to be paid no later
than May 31, 2022, subject to his continued employment with the Company through
such date.
On or about January 31, 2022, Mr. Lewis will receive a sign-on equity incentive
award consisting of restricted stock units with a total grant date value of
$100,000 (the "Sign-On RSUs"). The Sign-On RSUs will vest ratably on each of the
first three anniversaries of the grant date, subject to Mr. Lewis's continued
employment with the Company on each applicable vesting date. Mr. Lewis is also
eligible to receive an annual long-term incentive award with a target value
equal to 60% of his base salary at the time annual long-term incentive awards
are granted to senior executives of the Company generally.
If Mr. Lewis's employment is terminated by the Company without "cause," or by
Mr. Lewis for "good reason" as such terms are defined in the Agreement, Mr.
Lewis will be entitled to receive the following benefits from the Company: (i)
payment of his then-current base salary for a period of 12 months following the
termination date, (ii) payment of a pro-rated annual bonus for the year of
termination, subject to the achievement of the applicable performance goals, and
(iii) an amount equal to the value of 6 months of COBRA payments. Receipt of
such benefits by Mr. Lewis is conditioned upon his execution of a general
release in favor of the Company. For a period of 12 months following the
termination of his employment, Mr. Lewis will be subject to certain
non-solicitation restrictions.
The foregoing description of the Agreement is qualified by reference to the full
text of the Agreement, a copy of which is filed as Exhibit 10.1 attached hereto
and is incorporated herein by reference in its entirety into this Item 5.02.
Mr. Lewis does not have any family relationships with any of the Company's
directors or executive officers and 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. Lewis and any other person pursuant to which he was appointed to the
role of Chief Revenue Officer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement by and between Volt Information Sciences,
Inc. and Craig R. Lewis, dated as of January 24, 2022 .
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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