EXECUTIVE COMPENSATION
year of termination; and (iv) certain costs associated with the payment of health benefits for 12 months following the termination date. Ms. Perneaus 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.
Under the Employment Agreement, Good Reason means, without
Ms. Perneaus consent, (i) a material diminution in her base salary, other than a reduction in base salary that generally affects senior executives of the Company in substantially the same proportion, (ii) a material and adverse
change to, or a material reduction of, Ms. Perneaus duties and responsibilities to the Company, (iii) a relocation of Ms. Perneaus principal place of employment by more than 50 miles from her principal place of employment
as of the effective date of the Employment Agreement (other than to Orange, California), or (iv) the Companys material breach of the Employment Agreement.
We entered into an employment agreement with Mr. Mueller effective August 24, 2019. The employment agreement
provides a base salary of $450,000 per annum and eligible to participate in our AIP with a target annual bonus equal to 80% of his annual based salary ($360,000). The employment agreement also provides that the Company will provide Mr. Mueller
with an equity-based incentive award having grant date value of $375,000 pursuant to the Volt Information Sciences, Inc. 2019 Equity Incentive Plan.
Under the
employment agreement, Mr. Mueller is eligible to receive a one-time cash award of $250,000 to address certain compensation foregone from his previous employer, with 50% to be paid in July 2020 and the
remaining 50% to be paid in December 2020, subject to Mr. Muellers continued employment with the Company on the applicable payment dates.
If
Mr. Muellers employment is terminated by the Company without cause or by Mr. Mueller for good reason (as such terms are defined in the employment agreement), Mr. Mueller would be entitled to receive
payment of, (i) accrued compensation and benefits; (ii) two years of his then-current base salary, paid in 24 equal monthly installments; (iii) certain costs associated with the continuation of medical benefits for 12 months following
his termination date; and (iv) payment of any earned but unpaid annual bonus for the year of termination, pro-rated for the number of days actually worked during the applicable fiscal year.
Receipt of such benefits is conditioned upon his execution of a general release. Upon termination of employment for any other reason, Mr. Mueller will be entitled
under his employment agreement only to payment of his accrued but unpaid salary and any unused accrued vacation.
Mr. Mueller will be subject to the
Companys standard non-solicitation, confidentiality and non-disparagement covenants for one year following his termination of employment, regardless of the reason
for termination.
For purposes of the employment agreement with Mr. Mueller, the following terms are defined generally as set forth below:
Good Reason is defined as (i) a material diminution in the executives base salary, unless such reduction is part of a general reduction
applicable to substantially all senior executives of the
44 | Volt Information Sciences, Inc. 2020 Proxy Statement