Exhibit 10.54 


 





 


 


2013 Stock Plan Grant


 


 


 


[Date]


 


 


 


Via Email


 


[NAME]


Email: [______]


 


Dear [NAME]:


 


 


Dear [NAME]:


 


I am pleased to inform you that you have
been granted a non-qualified option (the "Option") to purchase shares (“Shares”) of common stock of Innodata
Inc. (the "Company"). Your grant has been made under the Innodata Inc. 2013 Stock Plan (As Amended and Restated Effective
June 3, 2014) (the “Plan”). A copy of the Plan is attached to this letter.


 


Grant Date: December 31, 2015


Number of Shares That May Be Purchased On Exercise of the
Option: [NUMBER OF SHARES]


Option Exercise Price per Share: $2.85


Option Expiration Date: December 30, 2025


 


For the Option to be valid, you must
within 30 days after receipt sign, date and return a copy of this letter to Amy Agress, Vice President and General Counsel,
Innodata Inc., Three University Plaza, Hackensack, New Jersey 07601 USA; email aagress@innodata.com.


 


Vesting: The Shares vest in three
equal installments on December 31, 2016, December 31, 2017 and December 31, 2018, subject to the provisions set forth in “Employment
Requirements” below [ADD IF APPLICABLE: and “Change of Control” below].


 


Exercise: You may exercise this
Option at any time, in whole or in part, to purchase a whole number of vested Shares by following the exercise procedures set up
by the Company. All exercises must take place before the Expiration Date, or such earlier date as is set forth below under Employment
Requirements. Each exercise must be for no less than 500 Shares, until there are less than 500 Shares remaining.


 


Employment Requirements: [ADD IF
APPLICABLE: Except as set forth below below,] In the event that you or the Company (or a subsidiary of the Company) terminates
your employment (whether voluntary or involuntary and whether or not for cause or good reason or otherwise), all further vesting
of the Shares under this Option will cease as of your last day of employment, and all unvested Shares will be cancelled. The Option
to exercise vested Shares will expire 60 days after your employment ceases. In the event your employment is terminated by your
death or disability, the Option will expire 12 months after such termination.


 






    	 	 	



     


    

  


[The actual grant letter for each optionee
incorporates by reference any change of control, accelerated vesting, or similar provisions that are set out in any employment
agreement for such optionee.]


 


Securities Laws Restrictions.
You represent that when you exercise your Option you will be purchasing Shares for your own account and not on behalf of others.
You understand and acknowledge that federal and state securities laws govern and restrict your right to offer, sell or otherwise
dispose of any Shares unless otherwise covered by a Form S-8 or unless your offer, sale or other disposition thereof is otherwise
registered under the Securities Act of 1933, as amended, (the "1933 Act") and state securities laws or, in the opinion
of the Company's counsel, such offer, sales or other disposition is exempt from registration thereunder. You agree that you will
not offer, sell or otherwise dispose of any Shares in any manner (i) which would require the Company to file any registration statement
(or similar filing under state laws) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii)
in any manner which would violate or cause the Company to violate the 1933 Act, the rules and regulations promulgated thereunder
or any other state or federal law, or (iii) other than during “window periods” from time to time announced by the Company
in its sole discretion. You further understand that the certificates for any Shares you purchase will bear such legends as the
Company deems necessary or desirable in connection with the 1933 Act or other rules, regulations or laws. If you are a director,
officer or principal shareholder, Section 16(b) of the Securities Exchange Act of 1934 further restricts your ability to sell or
otherwise dispose of Shares.


 


Non-Transferability of Option. The
Option is personal to you and is non-transferable by you other than by will or the laws of descent and distribution or as otherwise
permitted by the Plan. During your lifetime only you can exercise the Option except as otherwise permitted by the Plan. Upon your
death, the person or persons to whom your rights pass by will or laws of descent and distribution will have the right to exercise
the Option.


 


Withholding Taxes. The Company or
its subsidiaries shall have the right to withhold from your salary or other compensation any withholding taxes payable as a result
of your receipt of Shares. The Company or its subsidiaries shall also have the right to require that you pay to it all such withholding
taxes in cash as a condition precedent to the exercise of this Option. You agree to notify the Company when you sell or otherwise
transfer or dispose of the Shares.


 


Stock Settlement. At your election,
upon exercise of this Option you may stock settle the Option by having the Company withhold shares of common stock resulting from
the exercise with a value equal to the exercise price of the Option and the minimum tax withholding requirements of the Company.
The shares of common stock withheld will be valued at the fair market value on the date of exercise, which shall be determined
based on the closing price of the Company’s common stock on the date of exercise.


 


Conformity with Plan. The Option
is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan, which is incorporated herein
by reference. Any inconsistencies between this letter and the Plan shall be resolved in accordance with the terms of the Plan.
By executing and returning the enclosed copy of this letter, you acknowledge your receipt of the Plan and agree to be bound by
all the terms of the Plan. All definitions stated in the Plan apply to this letter. YOU SHOULD READ THE PLAN CAREFULLY.


 


Employment and Successors. Nothing
herein confers any right or obligation on you to continue in the employ of the Company or any subsidiary or shall affect in any
way your right or the right of the Company or any subsidiary, as the case may be, to terminate your employment at any time. The
agreements contained in this letter shall be binding upon and inure to the benefit of any successor of the Company.


 


Entire Agreement. This agreement
constitutes the entire understanding between you and the Company, and supersedes all other agreements, whether written or oral,
with respect to the Option referred to in this letter.


 






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Please sign a copy
of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the agreements contained
in this letter.


 





	 	Very truly yours,
	 	 
	 	 
	 	[AUTHORIZED SIGNATORY]






 


  


By signing below I acknowledge my understanding
of and agreement to all of the terms and conditions contained in this letter.


 


 


 


______________________


[NAME]


 






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