Exhibit
10.1

     

    EMPLOYMENT
AGREEMENT

     

    EMPLOYMENT
AGREEMENT (“Agreement”) effective
as of the date of execution (the “Effective Date”) by and between INNODATA
ISOGEN, INC., a Delaware corporation (the “Company”), and O’NEIL
NALAVADI (the “Executive”).

     

    WHEREAS,
the Company and the Executive wish to enter into an agreement as to the terms of
the Executive’s employment with the Company;

     

    NOW,
THEREFORE, the parties hereby agree as follows:

     

    1.     
      Employment.  As
of the Effective Date, the Company hereby agrees to employ the Executive as its
Senior Vice President and Chief Financial Officer for and during the Term of
this Agreement (as set forth in Paragraph 4).  The Executive hereby
accepts such employment with the Company under the terms and conditions set
forth in this Agreement.

     

    2.      
     Duties and Authorities of
the Executive.  Throughout the Term, the Executive shall have
such duties and authorities as shall be consistent with his position as Senior
Vice President and Chief Financial Officer of the Company, as may be reasonably
assigned to him from time to time by the Chief Executive Officer of the Company
(the “CEO”),
and he shall report solely and directly to the CEO.  

     

    3.  
         Full Business
Time and
Location.  Throughout the Term, the Executive agrees to devote
all of his professional time and efforts to the performance of his duties
hereunder.  Provided that such activities do not violate any term
or condition of this Agreement, or materially interfere with the
performance of his duties hereunder, or create a conflict of interest, nothing
herein shall prohibit the Executive from (a) engaging in charitable, civic,
fraternal or trade group activities, (b) investing his personal assets in other
entities or business ventures, subject to any policies of the Company applicable
to all executive personnel of the Company, or (c) serving on the board of
directors of another entity, provided that such board service is approved in
advance in writing by the Company’s Board of Directors (the “Board”).  Throughout
the Term of this Agreement, the Executive shall provide his services for the
Company hereunder for (i) three (3) weeks per calendar month in the Company’s
Hackensack, New Jersey headquarters and at the Company’s facility locations, as
needed, and (ii) one (1) week per calendar month in El Dorado Hills,
California.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.      
     Term.  The
term of this Agreement shall commence on November 9, 2009, and shall end on
November 8, 2012 (the “Term”) unless
terminated earlier pursuant to this Agreement. In the event that the Executive's
employment with the Company continues beyond the Term of this Agreement without
the parties executing a new written agreement, nothing herein shall be construed
as an automatic, constructive renewal of this Agreement for any specified term.
By not later than May 8, 2012, the Company shall notify the Executive in writing
in accordance with Paragraph 13(a) whether the Company intends to extend the
Term. If the Company provides a notice of non-extension on or before May 8,
2012, the Executive’s employment with the Company shall terminate at the end of
the Term.  If the Company does provide such a notice of non-extension,
but does so after May 8, 2012, or if the Company and the Executive do not
execute a new employment agreement prior to the end of the Term, then the
Company shall continue to employ the Executive for a period of six (6) months
from the date on which such notice is provided or upon which the Term ends, as
applicable, and the Executive shall be an employee-at-will of the Company during
any part of such period that extends past the end of the Term; provided,
however, that alternatively and at the sole discretion of the Company, in lieu
of continuing the Executive's employment with the Company for all or part of
such period that extends past the end of the Term, the Company may continue to
pay the Executive his Base Salary, in the same amounts and at the same times as
if his employment with the Company had not terminated, and provide the Executive
with continued coverage under the Company’s group medical and dental insurance,
in each case for such six (6) month period or applicable portion
thereof.

     

    5.    
       Compensation.

     

    (a)           Base
Compensation.  The Company shall pay the Executive an
annualized base salary (“Base Salary”) at the
rate of Two Hundred Forty Thousand Dollars ($240,000.00), subject to annual
reviews by the Board, such reviews to be coterminous with the annual reviews of
the Company’s other senior executives, but in all events such review shall occur
no later than March of each calendar year during the Term for discretionary
increases to be applicable for the twelve (12) consecutive month period
commencing on the respective next April 1 (the first such increase, if any,
commencing April 1, 2011) as determined by the Board in its sole and absolute
discretion.  The Executive’s Base Salary shall at no time during the
Term of this Agreement be reduced.

     

    (b)           Cash Incentive
Compensation.  For each calendar year during the Term, the
Executive shall be eligible to receive a cash bonus (“Bonus”) in an amount,
if any, to be determined pursuant to the terms of a written Bonus plan for such
calendar year, which, for all calendar years, shall provide for a target Bonus
equal to thirty percent (30%) of the Executive’s Base Salary in effect at the
beginning of such calendar year.  The Bonus for each such calendar
year will be payable in accordance with the terms of the Bonus plan applicable
to such calendar year; provided, however, that in no
event shall such payment be made later than the March 15 of the calendar year
next following the close of the calendar year for which such Bonus is
earned.  The terms and conditions of any Bonus hereunder shall be set
forth in separate official Bonus plan documents, the terms and conditions of
which shall exclusively govern the payment of any Bonus described in this
Paragraph 5(b).  Notwithstanding anything to the contrary contained
herein, for the portion of the Term of this Agreement ending on December 31,
2009, the Executive’s Bonus shall not be less than Thirty Thousand Dollars
($30,000.00). Bonus
payments shall be subject to deduction for applicable U.S. federal, state and
local withholding taxes.


    
      
         


      

      
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    (c)           Equity-Based and other
Incentive Compensation.  The Executive may be granted stock
options and/or other equity and/or non-equity based awards and incentives under
the Company’s incentive plans from time to time.  The types and
amounts of such grants shall be determined by the Compensation Committee of the
Board in its sole and absolute discretion; provided, however, that any
such award which is a stock option shall provide for an exercise price equal to
the fair market value at the time of the grant of the underlying shares subject
thereto.  The Executive’s eligibility for participation, and the terms
and conditions of any awards hereunder shall be set forth in separate official
incentive plan documents, the terms and conditions of which shall exclusively
govern the award, vesting, exercise and all other aspects of the awards
described in this Paragraph 5(c).  Subject to the authority of the
Compensation Committee of the Board, the Company shall, as soon as reasonably
practicable following the beginning of the Term of this Agreement, (a) grant an
“incentive stock option” (within the meaning of Section 422(b) of the Internal
Revenue Code of 1986, as amended (the “Code”)) to the
Executive for one hundred thousand (100,000) shares of the Company’s common
stock, which option shall become exercisable at the rate of twenty-five percent
(25%) per year of the Executive’s continued employment by the Company following
the grant date of said option to the Executive, and (b) award the Executive
shares of the Company's common stock, equal in number to the lesser of (i) the
number of such shares having an aggregate fair market value of Two Hundred
Thirty Thousand Dollars ($230,000), or (ii) Forty Thousand (40,000) of such
shares, determined as of the end of trading on the last trading day to occur
immediately prior to the date of the award of such shares, which shares shall be
subject to transfer restrictions and forfeitability provisions, such transfer
restrictions and forfeitability provisions to lapse at the rate of twenty-five
percent (25%) per year of the Executive’s continued employment with the Company
following the award date of said restricted shares to the
Executive.  Notwithstanding anything in this Agreement to the
contrary, upon the occurrence of a “Change of Control” (as defined below), all
then outstanding stock options and all other equity-based or non-equity-based
compensation awards, rights or entitlements theretofore granted or awarded to
the Executive by the Company, including but not limited to those awarded to the
Executive under this Paragraph 5(c), shall automatically and immediately become
fully vested and, as applicable, exercisable and relieved of any and all
otherwise applicable transfer restrictions, lock-up or performance requirements
and other restrictions and/or contingencies of any kind. For purposes of this
Agreement, a “Change of Control” shall be deemed to have occurred as of the
earliest of any of the following to occur during the Term of this
Agreement:

     

    (i)           The
closing of a transaction by the Company or any person (other than the Company,
any subsidiary of the Company or any employee benefit plan of the Company or of
any subsidiary of the Company) (a “Person”), together
with all “affiliates and “associates” (within the meanings of such terms under
Rule 12b-2 of the Securities Exchange Act of 1934, as amended) (the “Exchange Act”) of
such Person, shall be the beneficial owner of thirty percent (30%) or more of
the Company’s then outstanding voting stock (“Beneficial
Ownership”);

     

    (ii)          A
change in the constituency of the Board such that, during any period of
thirty-six (36) consecutive months, at least a majority of the entire Board
shall not consist of Incumbent Directors.  For purposes of this
Paragraph 5(c)(ii), “Incumbent Directors”
shall mean individuals who at the beginning of such thirty-six (36) month period
constitute the Board, unless the election or nomination for election by the
shareholders of the Company of each such new director was approved by a vote of
a majority of the Incumbent Directors;

     

    (iii)         The
closing of a transaction involving the merger, consolidation, share exchange or
similar transaction between the Company and any other corporation other than a
transaction which results in the Company’s voting stock immediately prior to the
consummation of such transaction continuing to represent (either by remaining
outstanding or by being converted into voting stock of the surviving entity) at
least two-thirds (2/3rds) of the combined voting power of the Company’s or such
surviving entity’s outstanding voting stock immediately after such
transaction;


    
      
         


      

      
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    (iv)        The
closing of a transaction involving the sale or disposition by the Company (in
one transaction or a series of transactions) of all or substantially all of the
Company’s assets; or

     

    (v)          A
plan of liquidation or dissolution of the Company goes into effect.

     

    6.   
        Employee
Benefits.

     

    (a)           Throughout
his employment during the Term of this Agreement, the Company shall provide the
Executive and all of his dependents with group medical and dental insurance in
amounts of coverage available to senior executives of the Company with employee
payment obligations on the same terms as such other senior
executives.

     

    (b)           The
Executive shall be entitled to four (4) weeks paid vacation for each twelve (12)
consecutive-month period occurring during the Term of this Agreement, which
vacation shall be taken by the Executive in accordance with the reasonable
business requirements of the Company.  Two (2) weeks of vacation time
per each twelve (12) consecutive-month period may be carried over from one
period to the next.  The Executive’s vacation shall accrue at the rate
of one (1) week per calendar quarter during the Term.  The Executive
shall be entitled to payment for any accrued, but unused vacation, upon the
termination of his employment with the Company; provided that in no event shall
the amount of such payment exceed payment for six (6) weeks of accrued, but
unused, vacation.  Such amount shall be paid in a single lump sum as
soon as practicable following the Executive’s termination of employment with the
Company, but in no event later than ninety (90) days following such
termination.

     

    (c)           Throughout
the Term of this Agreement, the Executive shall be entitled to participate in
all welfare benefit and tax-qualified and nonqualified retirement plans
maintained by the Company, to the extent that such participation is made
available to other senior executives of the Company, and he shall also be
entitled to all other perquisites and pension, welfare benefits and retirement
benefits which are made available to any senior officer of the
Company.

     

    (d)           Throughout
the Term of this Agreement, the Executive shall be entitled to prompt
reimbursement for his reasonable expenses incurred in the performance of his
employment for the Company under this Agreement, including but not limited to
the Executive’s reasonable expenses incurred in connection with (i) his travel
between California and New Jersey, (ii) a furnished corporate apartment for the
Executive in New Jersey and (iii) his use of a leased Company automobile in New
Jersey, all such expenses referred to in clauses (i) through (iii) to be limited
in the aggregate to Forty Thousand Dollars ($40,000.00) for each twelve (12)
consecutive month period beginning on the first day of the Term of this
Agreement and the annual anniversaries thereof; provided, however, that (i) the
amount of such expenses eligible for reimbursement during a calendar year shall
not affect the amount of expenses eligible for reimbursement in any other
calendar year, and (ii) in no event shall any eligible expense reimbursement be
paid later than the last day of the calendar year following the calendar year in
which the expense was incurred.


    
      
         


      

      
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    7.       
    Termination.
Notwithstanding any other provision in this Agreement, during the
Term:

     

    (a)           Death.  If
the Executive dies, this Agreement shall automatically terminate as of the date
of the Executive’s death.

     

    (b)           Disability.  If
the Executive is unable to perform his duties hereunder as a result of any
physical or mental disability (i) which continues for one hundred and eighty
(180) consecutive days or (ii) for two hundred and forty-five (245) days in any
three hundred and sixty-five (365) consecutive-day period, then the Company may
terminate the Executive’s employment under this Agreement upon thirty (30) days’
written notice to the Executive, provided that the Executive’s Base Salary and
Bonus shall continue to accrue ratably and be payable for the ninety (90)
day-period commencing immediately after the date of the Executive’s termination
of employment with the Company. Any Bonus paid to the Executive under this
Paragraph 7(b) shall be prorated based upon Executive’s active duty with the
Company and conditioned on the attainment of the quantitative objectives
established by the Compensation Committee in accordance with Paragraph
5(b).

     

    (c)           Termination by the Company
for Cause.  The Company may by action of the Board (of which
action the Executive shall have not less than fifteen (15) days’ prior written
notice and at which Board meeting the Executive shall be entitled to be heard),
terminate the Executive’s employment with the Company for
Cause.  Termination for Cause shall mean termination by the Company
upon written notification to the Executive on account of one or more of the
following reasons:

     

    (i)           The
Executive’s conviction of a felony by a court of competent jurisdiction in the
United States;

     

    (ii)          The
Executive’s willful refusal to perform his lawful duties under this Agreement or
his willful misconduct with respect to such duties, after prior written notice
to the Executive of the particular details thereof and a period of thirty (30)
days has elapsed for the Executive to reasonably correct such refusal or
misconduct, and the Executive’s failure to reasonably cure such refusal or
misconduct by the end of such period; provided, however, that no such
cure period shall apply if the Board reasonably determines in good faith that
such refusal or misconduct is not susceptible to reasonable cure; and provided, further, that if any
such refusal or misconduct is determined by the Board in good faith to not be
susceptible to reasonable cure within such thirty (30) day period, such period
shall be extended for not more than one hundred and eighty (180) additional days
provided that during such period the Executive diligently prosecutes such
reasonable cure; or

     

    (iii)         The
Executive’s material breach of any of the covenants set forth in Paragraphs 8, 9
and 10 of this Agreement.

     

    (d)           Resignation by the
Executive.  The Executive may terminate this Agreement by
tendering his written resignation to the Board upon not less than sixty (60)
days advance notice.


    
      
         


      

      
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    (e)           Termination
Payments.  (i) In addition to any other payments and
continued benefits pursuant to Paragraph 7(f), upon the Executive’s resignation
or upon termination of his employment with the Company by reason of his death or
his disability pursuant to Paragraph 7(a) or 7(b), the Executive or his estate
shall be entitled to receive his Base Salary, Earned Bonus (as herein defined)
and the reimbursement of all of his incurred but unreimbursed reasonable
business expenses as provided under Paragraph 6(d), in each case to the date of
the Executive’s resignation or termination. “Earned Bonus” shall mean any
payments under the applicable incentive plan in respect of which all conditions
and contingencies under such plan shall have been met at such time.

     

    (ii)          Upon
the Executive’s termination for Cause pursuant to Paragraph 7(c), the Executive
shall be entitled to receive his Base Salary and reimbursement of all incurred
and unreimbursed expenses as provided under Paragraph 6(d), in each case to the
date of the Executive’s termination. 

     

    (f)           Severance
Benefit.  (i)  The Executive will receive the
payments and continued benefits described in Paragraph 7(f) (iii)
if:

     

    (A)           The
Company terminates the Executive’s employment under this Agreement at any time
other than for death pursuant to Paragraph 7(a), for disability pursuant to
Paragraph 7(b) or for Cause pursuant to Paragraph 7(c), or the Executive resigns
from his employment with the Company for Good Reason in accordance with
Paragraph 7(f)(ii); and

    


     

    (B)           The
Executive executes a separation agreement and general release substantially
similar to the separation agreement and release attached hereto as Exhibit “A”
upon his termination of employment with the Company.

     

    (ii)          For
all purposes of this Agreement, including but not limited to the Executive’s
entitlement to the payments and continued benefits pursuant to this Paragraph
7(f), the Executive shall be entitled to resign from his employment with the
Company for “Good
Reason” if (A) the Company breaches any of its material obligations under
this Agreement, (B), or (C) the Company assigns duties to the Executive which
represent a material diminution of his authorities, duties or responsibilities
or requires him to report to any person or entity other than the CEO, shall no
longer permit the Executive to work from El Dorado Hills, California
approximately one (1) week per calendar month in as provided
in  Paragraph 3, but in each case only if within ninety (90) days
after the occurrence of such action or event, the Executive gives notice to the
Company of his intention to terminate his employment hereunder unless the
Company takes appropriate action to reasonably cure the Executive’s otherwise
Good Reason, the Company does not reasonably cure any such action or event
within thirty (30) days after the date of such notice, and the Executive resigns
his employment within thirty (30) days thereafter.


    
      
         


      

      
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    (iii)         The
Company shall:

     

    (A)           Pay
the Executive:

     

    (I)           If
the Executive’s employment with the Company is terminated prior to the
occurrence of a Change of Control, an amount equal to his Base Salary as in
effect immediately prior to his termination and any amount of Earned Bonus, such
amount to be paid in substantially equal payments for the twelve (12) month
period immediately following the date of his termination, at the same times he
would have received his Base Salary had his employment with the Company not
terminated; or

     

    (II)           If
the Executive’s employment with the Company is terminated coincident with or
within twelve (12) months following the occurrence of a Change of Control, an
amount equal to two hundred percent (200%) of his Base Salary as in effect
immediately prior to his termination and two hundred percent (200%) of any
amount of Earned Bonus, such amount to be paid in substantially equal payments
for the twenty-four (24) month period immediately following the date of his
termination, at the same times he would have received his Base Salary had his
employment with the Company not terminated.

     

    (B)           Continue
to maintain the Executive’s (and as applicable, his dependents’) medical
benefits and dental benefits as if the Executive had continued in active
employment with the Company until the earlier of the end of the maximum
applicable COBRA coverage period or (i) if the Executive’s employment with the
Company is terminated prior to the occurrence of a Change of Control, for the
twelve (12) month period immediately following the date of the Executive’s
termination, or (ii) if the Executive’s employment with the Company is
terminated coincident with or following the occurrence of a Change of Control,
for the twenty-four (24) month period immediately following the date of the
Executive’s termination and, if the maximum COBRA coverage period is shorter
than the applicable twelve (12) or twenty-four (24) month continuation period,
pay the Executive monthly an amount equal to the monthly cost charged by the
Company for COBRA coverage during the period beginning upon the expiration of
the maximum COBRA coverage period and the end of the applicable twelve (12) or
twenty-four (24) month continuation period;

     

    (C)           If
the Executive’s employment with the Company is not terminated coincident with or
after the occurrence of a Change of Control, effective as of the date of the
termination of the Executive’s employment with the Company, cause twenty-five
percent (25%) of all Company stock options and all other Company equity and non
equity-based awards and incentives and/or related compensation rights or
entitlements theretofore granted or awarded to the Executive, including but not
limited to those awards and incentives referred to in Paragraph 5(c) but
exclusive of any Bonus, to become vested (if not then yet at least twenty-five
percent (25%) shall have become vested) and, to the extent applicable,
exercisable, regardless of the otherwise applicable vesting/exercise schedule(s)
in connection therewith, and relieved to such extent of otherwise applicable
transfer restrictions, lock-up or performance requirements and other
restrictions and/or contingencies of any kind.


    
      
         


      

      
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    (iv)         If
at the time of the Executive’s termination of employment with the Company, the
Executive is a “specified employee” as defined in Section 409A of the Code, then
any payments pursuant to clause Paragraph 7(f)(iii) shall be delayed until the
date that is six (6) months and one day following his termination of employment
(or, if earlier, the earliest other date as is permitted under Section 409A of
the Code).  The amount payable on such date shall include all amounts
that would have been payable to the Executive prior to that date but for the
application of this clause (iv) and the remaining payments shall be made in
substantially equal installments until fully paid.  Notwithstanding
the foregoing, the six (6) month delay shall not apply to any such payments made
(A) during the short term deferral period set forth in Treasury Regulation
Section 1.409A-1(b)(4), or  (B) after said short term deferral period,
payable solely on account of an involuntary separation from service (as defined
in Section 409A of the Code) and in an amount  less than the Section
409A Severance Exemption Amount.  For purposes of this clause (iv),
each installment payment pursuant to Paragraph 7(f)(iii) shall be treated as a
separate payment for purposes of Section 409A of the Code and the “Section 409A Severance Exemption
Amount” shall be equal to the lesser of two (2) times (I) the sum of the
Executive’s annualized compensation based upon the annual rate of pay for
services provided to the Company for the Executive’s taxable year preceding the
taxable year in which the Executive’s employment with the Company terminates, as
determined in accordance with Treasury Regulation Section
1.409A-1(b)(9)(iii)(A)(i), or (II) the maximum amount that may be taken into
account under a qualified plan pursuant to Section 401(a)(17) of the Code for
the year in which the Executive’s employment with the Company
terminates.

     

    (g)           To
the extent that any payment under Section 6 or this Section 7 is subject to
Section 409A of the Code, the Executive shall be considered to have terminated
from employment with the Company for payment purposes only if he has had a
“separation from service” from the Company within the meaning of Section 409A of
the Code and the regulations thereunder.

     

    8.      
     Confidentiality Agreement
and Ownership of Information.

     

    (a)           The
Executive agrees that during the course of employment with the Company, the
Executive has and will come into contact with and have access to various forms
of Confidential Information and Trade Secrets, which are the property of the
Company.  This information relates to the Company, its customers and
its employees.  Such Confidential Information and Trade Secrets
include, but are not limited to: (i) financial and business information, such as
information with respect to costs, commissions, fees, profits, sales, markets,
mailing lists, strategies and plans for future business, new business, product
or other development, potential acquisitions or divestitures, and new marketing
ideas; (ii) product and technical information, such as product formulations, new
and innovative product ideas, methods, procedures, devices, machines, equipment,
data processing programs, software, software codes, computer models, and
research and development projects; (iii) marketing information, such as the
identity of the Company’s customers, distributors and suppliers and their names
and addresses, the names of representatives of the Company’s customers,
distributors or suppliers responsible for entering into contracts with the
Company, the amounts paid by such customers to the Company, specific customer
needs and requirements, and leads and referrals to prospective customers; and
(iv) personnel information, such as the identity and number of the Company’s
employees, their salaries, bonuses, benefits, skills, qualifications, and
abilities. The Executive acknowledges and agrees that the Confidential
Information and Trade Secrets are not generally known or available to the
general public, but have been developed, compiled or acquired by the Company at
its great effort and expense.  Confidential Information and Trade
Secrets can be in any form: oral, written or machine readable, including
electronic files.


    
      
         


      

      
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    (b)           During
the Term of this Agreement and for such time as such information shall remain
Confidential Information or Trade Secrets of the Company (except, during the
course of the Executive’s employment with the Company, if in furtherance of the
Company’s business):

     

    (i)           The
Executive will not disclose to any person or entity, without the Company’s prior
consent, any Confidential Information or Trade Secrets of the Company, whether
prepared by him or others; and

     

    (ii)          The
Executive will not remove Confidential Information or Trade Secrets of the
Company from the premises of the Company without the prior written consent of
the Company.

     

    (c)           (i)           Upon
his resignation or the termination of his employment with the Company for
whatever reason, with or without Cause, or at any other time, the Company so
requests, the Executive will promptly deliver to the Company all originals and
copies (whether in note, memo or other document form or on video, audio or
computer tapes or discs or otherwise) of (A) Confidential Information or Trade
Secrets of the Company that is in his possession, custody or control, whether
prepared by him or others, and (B) all records, designs, patents, plans,
manuals, memoranda, lists and other property of the Company delivered to the
Executive by or on behalf of the Company or by its customers, and all records
compiled by the Executive which pertain to the business of the Company, whether
or not confidential. All such material shall be and remain the property of the
Company and shall be subject at all times to its discretion and
control.

     

    (ii)          Information
shall not be deemed Confidential Information or Trade Secrets if:

     

    (A)           such
information was available to the public prior to disclosure thereof by the
Executive,

     

    (B)           such
information shall, other than by an act or omission on the Executive’s part, be
or become available to the public or lawfully made available by a third party to
the public without restrictions as to disclosure;


    
      
         


      

      
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    (C)           such
information is approved for disclosure to the public by prior written consent
from the Board or the CEO, and the terms of any said written consent shall
govern its disclosure; or

     

    (D)           such
information was already in the lawful possession of the Executive prior to his
receipt of such information from the Company.

     

    (iii)          Notwithstanding
the foregoing, Confidential or Trade Secret information of the Company may be
disclosed where required by law or order of a court of competent jurisdiction,
provided that, to the extent reasonably practicable, the Executive first gives
to the Board reasonable prior notice of such disclosure and affords the Company,
to the extent reasonably practicable, the reasonable opportunity for the Company
to obtain protective or similar orders, where available.

     

    9.      
     Non-Competition
Provision.

     

    (a)           The
Executive acknowledges and agrees that the Company is engaged in a highly
competitive business and that by virtue of the Executive’s position and
responsibilities with the Company and the Executive’s access to the Confidential
Information and Trade Secrets, the Executive’s engaging in any business which is
directly competitive with the Company will cause it great and irreparable
harm.

     

    (b)           Accordingly,
the Executive covenants and agrees that so long as the Executive is employed by
the Company and for the period of twelve (12) months immediately following the
termination of such employment, whether voluntarily or involuntarily, the
Executive will not, without the express written consent of the Board, directly
or indirectly, own, manage, operate or control, or be employed in any capacity
similar to the position(s) held by the Executive with the Company, by any
company or other for-profit entity engaged primarily in a business that is
directly competitive with the Company’s business at the time of the termination
of the Executive’s employment with the Company. In recognition that the
Company’s business includes the sale of its products and services throughout the
world, this restriction shall apply on a worldwide basis.  The
foregoing shall not prohibit the Executive from owning not in excess of five
percent (5%) of the outstanding stock of any company, which is a reporting
company under the Securities Exchange Act of 1934 or the securities of which are
traded on a national stock exchange.

     

    10.    
     Non Interference
Provisions.

     

    (a)           While
employed by the Company and for the period of twelve (12) months immediately
following the Executive’s termination or resignation from employment with the
Company for any reason, the Executive will not, without the prior written
consent of the Board, directly or indirectly, solicit, divert or appropriate or
attempt to solicit, divert or appropriate any customers or clients of the
Company who or which were customers or clients of the Company at the time of the
termination of the Executive’s employment with the Company and with whom the
Executive had contact during his employment with the Company and/or about whom
the Executive possesses Confidential or Trade Secret information, for purposes
of the Executive’s offering to such customers or clients of the Company products
or services which are directly competitive to the products and services offered
by the Company as of the date of the Executive’s termination or resignation from
employment with the Company for any reason.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    (b)           While
employed by the Company and for the period of twelve (12) months immediately
following the Executive’s termination or resignation from employment with the
Company for any reason, the Executive will not, without the prior written
consent of the Board, whether as an owner, partner, employee, consultant,
broker, contractor or otherwise, and whether personally or through other
persons, hire as an employee or retain the services of any employee or other
person with whom the Executive had contact during his employment with the
Company about whom the Executive possesses Confidential Information and/or Trade
Secrets as a result of the Executive’s employment with the Company.

     

    (c)           The
foregoing shall not prohibit the Executive from owning not in excess of five
percent (5%) of the outstanding stock of any company which is a reporting
company under the Securities Act of 1934 or the securities of which are traded
on a national stock exchange.

     

    11.      
   Enforcement.

     

    (a)           Since
monetary damages may be inadequate and the Company may be irreparably harmed if
the provisions of Paragraphs 8, 9, 10, and 12 are not specifically enforced, the
Company shall be entitled, among other remedies, to seek an injunction from a
court of competent jurisdiction (without the necessity of posting a bond or
other security) restraining any violation of either Paragraphs 8, 9, 10 or 12 by
the Executive and any person or entity to whom the Executive provides or
proposes to provide any services or information in violation of such
Paragraphs.

     

    (b)           If
any provision contained in Paragraphs 8, 9, 10 or 12 is determined to be void,
illegal or unenforceable, in whole or in part, then the other provisions
contained herein shall remain in full force and effect as if the provision which
was determined to be void, illegal, or unenforceable had not been contained
herein.  The courts enforcing Paragraphs 8, 9, 10 or 12 shall be
entitled to modify the duration and scope of any restriction contained herein to
the extent such restriction would otherwise be unenforceable, and such
restriction as modified shall be enforced.

     

    12.   
      Inventions.

     

    (a)           The
Executive shall disclose promptly to the Company any and all inventions,
improvements and valuable discoveries, whether patentable or not, which are
conceived or made by the Executive solely or jointly with another during his
employment for the Company, and which are related to the kinds of products and
services offered by the Company as of the date of any such invention,
improvement, or valuable discovery, and the Executive hereby assigns and agrees
to assign all his interests therein to the Company or its nominee. Whenever
reasonably requested to do so by the Company, the Executive shall execute any
and all applications, assignments or other instruments that the Company shall
deem necessary to apply for and obtain Letters Patent of the United States or
any foreign country or to otherwise protect the Company’s interest
therein.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

     (b)           The
Executive and the Company further agree that the Company shall be entitled
solely to shop rights with respect to any invention and development conceived or
made by the Executive during the period of his employment with the Company that
is not related to the kinds of products and services offered by the Company as
of the date of such invention or development but which was conceived or made on
the Company’s time or with the use of the Company’s facilities or materials and
which is directly related to the business or activities of the
Company.

     

    13.           General
Provisions.

     

    (a)           Notices.  All
notices, requests, consents, and other communications under this Agreement shall
be in writing and shall be deemed to have been delivered (i) on the date
personally delivered, or (ii) one day after properly sent by Federal Express or
other reasonable overnight courier service, addressed to the respective parties
at the following addresses:

     

    To the
Company:

     

    Amy
Agress, Esq.

    General
Counsel

    Innodata
Isogen, Inc.

    Three
University Plaza

    Hackensack,
NJ 07601

     

    To the
Executive:

     

    O’Neil
Nalavadi

    303
Stagestop Ct.

    El Dorado
Hills, CA 95762

     

    Either
party hereto may designate a different address by providing written notice of
such new address to the other party hereto as provided above.  A copy
of each notice to the Company shall be forwarded to Dana Scott Fried, Esq., Loeb
& Loeb LLP, 345 Park Avenue, New York, NY 10154.  All such copies
shall be given in the manner provided for notices in this Paragraph
13(a).

     

    (b)           Severability.  If
any provision contained in this Agreement shall be determined to be void,
illegal or unenforceable, in whole or in part, then the other provisions
contained herein shall remain in full force and effect as if the provision which
was determined to be void, illegal, or unenforceable had not been contained
herein.

     

    (c)           Waiver, Modification and
Integration.  The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of any party.  This Agreement contains the entire
agreement of the parties concerning employment and supersedes any and all other
inconsistent agreements, either oral or in writing, between the parties hereto
with respect to the employment of the Executive by the Company, except for any
official employee benefit plan documents between the parties, the terms and
conditions of which shall be controlling.  This Agreement may not be
modified, altered or amended except by written agreement of both of the parties
hereto.  The parties further agree that no amendment which would
result in a failure of any provision of this Agreement to comply with Section
409A of the Code shall become effective.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (d)           Binding Effect. This
Agreement shall be binding upon and shall inure to the benefit of the Company
and its successors and permitted assigns, and upon the Executive, his heirs and
his executors and administrators.  The Company shall not be entitled
to assign the Executive’s duties hereunder without the other’s prior written
consent, which consent shall not be unreasonably withheld.  The
Executive’s duties under this Agreement shall not be assigned by the
Executive.

     

    (e)           Jurisdiction, Etc.
All disputes hereunder shall be exclusively determined and resolved by binding
arbitration conducted pursuant to the rules of the American Arbitration
Association in New York City.  Service of process shall be effective
when forwarded in the manner provided for notices in Paragraph
13(a).  Trial by jury is hereby waived by both of the parties to this
Agreement.  The prevailing party in any dispute shall be entitled to
recover reasonable attorneys’ fees and costs from the other.

     

    (f)           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New Jersey, without regard to its conflicts of law
provisions.

     

    (g)           Indemnification.  The
Company shall indemnify the Executive to the full extent permitted by applicable
Delaware law for all liabilities (including reasonable legal expenses) incurred
by the Executive in connection with his execution of his duties under this
Agreement.  Further, the Company shall obtain and maintain in full
force and effect directors’ and officers’ liability insurance from established
and reasonable insurers in reasonable amounts as the Board shall determine and,
in all such policies, the Executive shall be named as an insured
party.

     

    (h)           Survival.  The
obligations of the parties hereto under Paragraphs 7, 8, 9, 10, 11, 12 and 13 of
this Agreement shall survive the termination of this Agreement.

     

    (i)           Compliance with Section
409A.  The parties to this Agreement intend that this Agreement
and the Company’s and the Executive’s exercise of authority or discretion
hereunder shall comply with the provisions of Section 409A of the Code and the
regulations thereunder so as not to subject the Executive to the payment of any
interest and/or tax penalty which may be imposed under Section 409A of the
Code.  In furtherance of this objective, to the extent that any
regulations or other guidance issued under Section 409A of the Code would result
in the Executive being subject to payment of “additional tax” under Section 409A
of the Code, the parties agree to use their best efforts to amend this Agreement
in order to avoid the imposition of any such “additional tax” under Section 409A
of the Code, all as reasonably determined in good faith by the Company and the
Executive to maintain to the maximum extent practicable the original intent of
the applicable provisions.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date indicated
below.

     

    
      INNODATA
ISOGEN, INC.

    

    


    
      
        
          
            
              	
                      /s/ Jack Abuhoff

                    	 	
                      October 08, 2009

                    
	
                      Name:
      Jack Abuhoff

                    	 	
                       
      Date

                    
	
                      Title:
      Chairman and CEO

                    	 	 
      


            

          

        

      

    

     

    
      O’NEIL
NALAVADI

    

    


    
      
        
          
            	
                    /s/ O’Neil Nalavadi

                  	 	
                    October 11, 2009

                  
	 
      	 	
                     
      Date

                  


          

        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    Exhibit
10.1       

     

    Exhibit
“A”

     

    AGREEMENT
AND GENERAL RELEASE

     

          INNODATA
ISOGEN, INC.  ("Employer")  [Address] and O’Neil Nalavadi
[Address], his
heirs,  executors,  administrators,  successors,  and
assigns  (collectively referred to throughout this Agreement and
General Release as "Executive"), agree that:

     

          1.  Last  Day
of  Employment.  Executive's  last  day
of  employment  with Employer
is/was  ___________________ (the "Termination Date"). Without regard
to whether  Executive  executes this Agreement and
General  Release,  in accordance with the terms of the
Employment  Agreement between Executive and Employer dated as of
________________ (the "Employment Agreement"), Executive shall be paid, or shall
have been paid, by no later than the
next  regularly-scheduled  pay period following
the  Termination  Date,  all Base Salary (as
defined in the Employment Agreement)  accrued  through the
Termination  Date,  accrued but unused vacation days through
the Termination  Date and
business  expenses  incurred  through the
Termination  Date. In  accordance  with the terms
of the  Employment  Agreement, Executive  shall be
paid,  or shall have been paid all Bonus (as  defined in the
Employment  Agreement)  accrued through the Termination
Date, in accordance with the general  policies
and  procedures for payment of
incentive  compensation  to
senior  executive  personnel of
Employer,  without  regard to whether  Executive
executes  this  Agreement and
General  Release.  [May be modified to reflect any
additional benefits or monies owed to Executive as of the Termination
Date.]

     

          2.
Consideration. In accordance with the terms of the Employment Agreement and as
consideration for this Agreement and General Release and Executive's compliance
with Paragraphs 8, 9, 10 and 12 of the Employment Agreement, Employer
agrees:

     

                a.
to provide  Executive  with the monies
and  benefits set forth in Paragraph 7(f)(iii), of the
Employment  Agreement within the time period required by Paragraph
7(f)(iii) or 7(f)(iv), as applicable, after receiving the letter from Executive
in the form attached hereto as Exhibit "A" as follows; and

     

                b.
[other consideration, if any].

     

          3.  No  Consideration  Absent  Execution  of  this  Agreement.   Executive
understands  and agrees  that he would not
receive  the monies  and/or  benefits specified in
Section 2 above,  except for his  execution of
this  Agreement  and General  Release and
the  fulfillment  of the
promises  contained  herein and in Paragraphs 8, 9, 10 and
12 of the
Employment  Agreement.  Employer  reserves the
right to commence litigation to
enforce  Executive's  compliance with Paragraphs
8,  9,  10  and 12 of
the  Employment  Agreement,  in  addition  to  Executive's
compliance with the promises set forth in this Agreement and General
Release.

     

          4.
General Release of Claims. Executive knowingly and voluntarily releases and
forever  discharges,  to the full
extent  permitted  by
law,  Employer,  its
parent   corporation,   affiliates,   subsidiaries,   divisions,   predecessors,
successors and assigns and the current and former employees, officers, directors
and agents thereof,  individually and in their
corporate  capacities,  and their
employee  benefit plans and programs and
their  administrators  and  fiduciaries
(collectively referred to throughout the remainder of this Agreement and General
Release as  "Releasees"),  of and from any and
all  claims,  known and  unknown, asserted and
unasserted,  Executive has or may have against  Releasees as
of the date of  execution  of
this  Agreement  and
General  Release  arising out of his employment or
the  termination of his employment with
Employer,  including,  but not limited to, any alleged
violation of:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              Title
      VII of the Civil Rights Act of 1964, as
amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Civil Rights Act of 1991;

            


    

     

    
      	
               
      

            	
              ·

            	
              Sections
      1981 through 1988 of Title 42 of the United States Code, as
      amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Employee Retirement Income Security Act of 1974, as
    amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Immigration Reform and Control Act, as
amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Americans with Disabilities Act of 1990, as
  amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Age Discrimination in Employment Act of 1967, as
  amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Workers Adjustment and Retraining Notification Act, as
      amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Occupational Safety and Health Act, as
amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Sarbanes-Oxley Act of 2002;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Law Against Discrimination - N.J. Rev. Stat. ss.10:5-1 et
      seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing
      a Workers'  Compensation Claim - N.J. Rev. Stat. ss.34:15-39.1 et
      seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Family Leave Act - N.J. Rev. Stat. ss.34:11B-1 et
    seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Smokers' Rights Law - N.J. Rev. Stat. ss.34:6B-1 et
      seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Equal Pay Act - N.J. Rev. Stat. ss.34:11-56.1 et
    seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Genetic Privacy Act - N.J. Rev. Stat. Title 10, Ch. 5, ss.10:5-43
      et seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Conscientious Employee Protection Act (Whistleblower
       Protection) - N.J. Stat. Ann. ss.34:19-3 et
  seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      New Jersey Wage Payment and Work Hour
Laws;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      New Jersey Public Employees' Occupational Safety and Health Act- N.J.
      Stat. Ann. ss.34:6A-25 et seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey Fair Credit Reporting
Act;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              New
      Jersey laws regarding Political Activities of Employees, Lie Detector
      Tests,  Jury Duty, Employment Protection, and
      Discrimination;

            


    

     

    
      	
               
      

            	
              ·

            	
              California
      Fair Employment and Housing Act – Cal. Gov’t Code § 12900 et
      seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              California
      Unruh Civil Rights Act – Cal. Civ. Code § 51 et
      seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              Statutory
      Provision Regarding Retaliation/Discrimination for Filing a Workers
      Compensation Claim – Cal. Lab. Code § 132a (1) to
  (4);

            


    

     

    
      	
               
      

            	
              ·

            	
              California
      Wage Payment Act, as amended;

            


    

     

    
      	
               
      

            	
              ·

            	
              California
      Equal Pay Law – Cal. Lab. Code § 1197.5 et
      seq.;

            


    

     

    
      	
               
      

            	
              ·

            	
              California
      Whistleblower Protection Law – Cal. Lab. Code § 1102-5(a) to
      (c);

            


    

     

    
      	
               
      

            	
              ·

            	
              California
      Family and Medical Leave – Cal. Lab. Code §
233;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      California Occupational Safety and Health Act, as amended, Cal. Lab. Code
      § 6300 et
      seq., and any applicable regulations
  thereunder;

            


    

     

    
      	
               
      

            	
              ·

            	
              Any
      other federal, state or local civil or human rights law or any other
      local, state or federal law, regulation or
  ordinance;

            


    

     

    
      	
               
      

            	
              ·

            	
              Any
      public policy, contract, tort, or common law;
or

            


    

     

    
      	
               
      

            	
              ·

            	
              Any
      claim for costs, fees, or other expenses including attorneys'
      fees.

            


    

     

    Nothing herein shall prevent
Executive from seeking to enforce the terms of the Employment Agreement or this
Agreement and General Release or from seeking to obtain benefits to which he is
lawfully entitled under the terms of any Employer benefit plan of which he is a
participant. This Agreement and General Release shall not constitute a waiver of
rights to the extent such waiver is prohibited by law.

     

    5. To effect a full and complete
general release as described above, Executive expressly waives and relinquishes
all rights and benefits of Section 1542 of the Civil Code of the State of
California, and does so understanding and acknowledging the significance and
consequences of specifically waiving Section 1542. Section 1542 of the Civil
Code of the State of California states as follows:

     

    A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with
the debtor.

     

    Thus, notwithstanding the provisions of
Section 1542, and to implement a full and complete release and discharge,
Executive expressly acknowledges this Agreement and General Release is intended
to include in its effect, without limitation, all claims Executive does not know
or suspect to exist in Executive’s favor at the time of signing this Agreement
and General Release, and that this Agreement and General Release contemplates
the extinguishment of any such claim or claims.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Executive warrants he: (1) has read
this Agreement and General Release, including this waiver of California Civil
Code Section 1542; (2) has consulted counsel or has had the opportunity to
consult counsel about this Agreement and General Release and specifically about
the waiver of Section 1542; (3) understands this Agreement and General Release
and the Section 1542 waiver; and (4) freely and knowingly enters into this
Agreement and General Release with its waiver of Section 1542. Executive
acknowledges he may later discover facts different from or in addition to those
Executive now knows or believes to be true regarding the matters released or
described in this Agreement and General Release, and even so, agrees the
releases and agreements contained in this Agreement and General Release shall
remain effective in all respects notwithstanding any later discovery of any
different or additional facts. Executive assumes any and all risk of any mistake
in connection with the true facts involved in the matters, disputes, or
controversies described in this Agreement and General Release or with regard to
any facts now unknown to Executive relating to those matters.

    


    [If base
salary, bonus, vacation pay, expense reimbursement and  workplace
injury/leave  issues are not in dispute,  Innodata Isogen
will seek affirmations from Executive relating to these issues.]

     

          6.
Non-Disparagement.

     

          (a)
Executive agrees not to defame, disparage or demean Employer, its officers and
directors, in any manner whatsoever, provided that nothing contained herein
shall prevent Executive from providing truthful information about the Company
in  connection  with any
legal  proceeding  or to the extent compelled to do so by
law.

     

          (b)
Employer's officers and directors agree not to defame, disparage or demean
Executive in any manner whatsoever, provided that nothing contained herein shall
prevent Employer from providing truthful  information about Executive in
connection with any legal  proceeding or to the extent compelled to do
so by law.

     

          7.  Confidentiality.  Executive
agrees not to disclose any information concerning the consideration being paid
to him under Section 2 hereof, except to his immediate family members, tax
advisor, financial advisor and attorneys.

     

          8.
Governing Law and  Interpretation. This Agreement and General Release
shall be governed and conformed in accordance with the laws of the state in
which Executive was employed at the time of his last day of employment without
regard to its conflict of laws provision. In the event the Executive or Employer
breaches any provision of this Agreement and General Release, Executive and
Employer affirm that either may institute an action to specifically enforce any
term or terms of this Agreement and General Release. Should any provision of
this Agreement and General Release be declared illegal or unenforceable by any
court of competent jurisdiction and cannot be modified to be enforceable,
excluding the general release language, such provision shall immediately become
null and void, leaving the remainder of this Agreement and General Release in
full force and effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

          9.  Nonadmission  of  Wrongdoing.  The
parties agree that neither this Agreement and General Release nor the furnishing
of the consideration for this Release shall be deemed or construed at anytime
for any purpose as an admission by either party of any liability or unlawful
conduct of any kind.

     

          10.  Amendment.  This
Agreement and General Release may not be modified, altered or changed except
upon express written consent of both parties wherein specific reference is made
to this Agreement and General Release.

     

          11.  Revocation.  Executive
may revoke this Agreement and General Release for a period of seven (7) calendar
days following the day he executes this Agreement and General Release. Any
revocation within this period must be submitted, in writing, to ____________
[Identify Company representative] and state, "I hereby revoke my acceptance of
our Agreement and General Release." The revocation must be personally delivered
to _________________ [Identify Company representative] or his designee, or
mailed to ____________________ [Identify Company representative] and postmarked
within seven (7) calendar days of execution of this Agreement and General
Release. This Agreement and General Release shall not become effective or
enforceable until the revocation period has expired and a letter in the form
attached as Exhibit "A," dated and signed no sooner than eight (8) days after
Executive dates and signs this Agreement and General Release, is received by
[Identify Company representative.]. If the last day of the revocation period is
a Saturday, Sunday, or legal holiday in the state in which Executive was
employed at the time of his last day of employment, then the
revocation  period shall not expire until the next following day which
is not a Saturday, Sunday, or legal holiday.

     

          12.
Entire Agreement. This Agreement and General Release sets forth the entire
agreement between the parties hereto with regard to the subject matter hereof.
Notwithstanding this Section, Paragraphs 8, 9, 10, 11, 12, and 13 of the
Employment Agreement, as well as Paragraph 7 to the extent that payments to
Executive have not been made in accordance with Section 2 of this Agreement and
General Release, shall remain in full force and effect pursuant to Paragraph
13(h) of the Employment Agreement. Executive acknowledges that he has not relied
on any representations, promises, or agreements of any kind made to him in
connection with his decision to accept this Agreement and General Release,
except for those set forth in the Employment Agreement and
this  Agreement and General Release.

     

          13.
Facsimile/Photocopy. A signed facsimile or photocopy of this Agreement and
General Release shall have the same force and effect as an
original.

     

          EXECUTIVE
IS HEREBY  ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
REVIEW THIS AGREEMENT AND GENERAL RELEASE AND TO CONSULT  WITH AN
ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
RELEASE.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

          EXECUTIVE
AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
(21) CALENDAR DAY CONSIDERATION PERIOD.

     

     
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE
PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH "2" ABOVE, EXECUTIVE
FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT
AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR
MIGHT HAVE AGAINST RELEASEES.

     

          IN
WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Agreement and General Release as of the date set forth below:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      EXECUTIVE

                                    	 	
                                       INNODATA
      ISOGEN, INC.

                                    
	 
      	 
      	 	 
      	 
      
	 
      	 	
                                       By:

                                    	 
      
	
                                      O’Neil
      Nalavadi

                                    	 	 
      	 
      
	 
      	 
      	 	
                                        [Name
      and Title of Person Signing]

                                    
	 
      	 
      	 	 
      	 
      
	
                                      Date:

                                    	 
      	 	
                                      Date:

                                    	 
      
	 
      	 
      	 	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    O’Neil
Nalavadi

     

    [address]

     

    Re:
Agreement and General Release

     

    Dear Mr.
Nalavadi:

     

          This
letter confirms that on ________________ [date], I personally delivered to you
the enclosed Agreement and General Release. You have until _______________ [21
days after receipt by Executive. Add extra days if the 21st day
ends on a non-business day] to consider this Agreement and General Release, in
which you waive  important  rights,  including  those under
the Age Discrimination  in Employment Act of 1967. To this end, we
advise you to consult with an attorney of your choosing prior to executing this
Agreement and General Release.

    


    
      
        
          
            
              
                
                  	
                          Very
      truly yours,

                        
	 
      
	
                          INNODATA
      ISOGEN, INC.

                        
	 


                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

    


    [Name]

    Innodata
Isogen, Inc.

    [Address]

     

    Re:
Agreement and General Release

     

    Dear
_________________:

     

          On
______________ [date] I executed an Agreement and General Release between
Innodata Isogen, Inc. and me. I was advised by Innodata Isogen, Inc., in
writing, to consult with an attorney of my choosing, prior to executing this
Agreement and General Release.

     

          More
than seven (7) calendar days have elapsed since I executed the above-mentioned
Agreement and General Release. I have at no time revoked my acceptance or
execution of that Agreement and General Release.

    


    
      
        
          
            
              	 
      	
                      Very
      truly yours,

                    
	 	 
	 	 
	 
      	
                       O’Neil
      Nalavadi