Exhibit
10.1

    


    April 2,
2010

    


    Mr.
O’Neil Nalavadi

    [Address]

    


    Dear
O’Neil:

    


    Innodata
Isogen, Inc. (the “Company”) has
designated you to be a recipient of shares of common stock of the Company, par
value $.01 per share (the “Company Stock”),
subject to the restrictions and other terms set forth in this letter agreement
and in the Innodata Isogen, Inc. 2009 Stock Plan (the “Plan”).

    


    The grant
of these shares is made pursuant to the Plan.  The Plan is administered by
the Compensation Committee (the “Committee”) appointed
by the Board of Directors of the Company.  The terms of the Plan are
incorporated into this letter and in the case of any conflict between the Plan
and this letter, the terms of the Plan shall control.  A copy of the Plan
is attached to this letter.

    


    1. 
         Grant.  In
consideration of your agreements contained in this letter, the Company hereby
grants you 40,000 shares of Company Stock (the “Restricted Shares”)
as of March 15, 2010 (the “Grant Date”). 
The Restricted Shares are subject to restrictions as set forth below. 
Until these restrictions lapse, the Restricted Shares are forfeitable and
nontransferable.

    


    2. 
         Vesting.  The
Restricted Shares shall vest, and become transferable subject to applicable
securities laws restrictions, as follows:

    


    (a)           The
Restricted Shares shall vest in four equal installments beginning on the first
anniversary of the Grant Date, as follows (each a “Vesting Date”):

    


    
      	
               
      

            	
              ·

            	
              10,000
      Restricted Shares on March 15, 2011

            


    

    
      	
               
      

            	
              ·

            	
              10,000
      Restricted Shares on March 15, 2012

            


    

    
      	
               
      

            	
              ·

            	
              10,000
      Restricted Shares on November 9,
2012

            


    

    
      	
               
      

            	
              ·

            	
              10,000
      Restricted Shares on March 15, 2014

            


    

    


    (b)           Except
as otherwise provided in subsection (c) below, you must be continuously employed
by the Company (or any Subsidiary) from the Grant Date until the applicable
Vesting Date for any Restricted Shares to vest.  If your employment with
the Company (or any Subsidiary) terminates prior to a Vesting Date for any
reason, any rights you may have with regard to unvested Restricted Shares shall
be forfeited at that time, notwithstanding your return to active employment with
the Company or any Subsidiary prior to a Vesting Date.

    


    (c)

    (i) If a Change of Control occurs
during the term of the employment agreement between you and the Company
effective October 11, 2009 (the “Agreement”), any unvested Restricted Shares
will become fully vested upon the Occurrence of the Change of Control (as
defined in the Agreement).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii) If during the term of the
Agreement the Company terminates your employment for reasons other than death,
disability or for Cause, or you terminate your employment for Good Reason (all
as defined in the Agreement), 25% of the Restricted Shares will vest if 25% of
the Restricted Shares have not yet vested, and all remaining Restricted Shares
will be forfeited.

    


    3. 
         Dividends. 
During the period beginning with the Grant Date and ending with the applicable
Vesting Date or the earlier forfeiture of your Restricted Shares, you will be
entitled to receive dividends and other distributions (collectively,
“dividends”) on the Restricted Shares to the extent dividends are paid by the
Company on its authorized and issued shares of Company Stock to its shareholders
of record.  These dividends, if any, will be paid to you at the same rate
and at the same time as such dividends are paid by the Company with respect to
authorized and issued shares held by its other shareholders of
record.

    


    4. 
         Power of
Attorney.  You hereby appoint the Corporate Secretary of the Company
as your attorney in fact, with full power of substitution, and authorize him or
her to provide instructions to the Company’s registrar and transfer agent for
Company Stock as the Company may deem necessary or proper to comply with the
intent and purposes of this letter and the Plan, including, upon the occurrence
of a forfeiture pursuant to Section 2 above, to notify the registrar and
transfer agent of the forfeiture of such shares, together with instructions to
cancel the shares forfeited.  The registrar and transfer agent shall be
entitled to rely upon any notices and instructions delivered by your attorney in
fact under the terms of the Plan and this letter.

    


    5. 
         Book Entry Form; Delivery of
Shares.  The Company shall, as soon as administratively feasible
after your execution of this letter, direct the Company’s transfer agent for
Company Stock to make a book entry record showing ownership for the Restricted
Shares in your name, subject to the terms and conditions of the Plan and this
letter.  As soon as practicable following the date on which the Restricted
Shares become nonforfeitable and transferable pursuant to Section 2 above, the
Company will issue appropriate instructions  to that effect to the
transfer agent for Company Stock.  The Company may require to be placed on
any stock certificate representing the Restricted Shares any legend deemed
necessary or advisable by the Company’s securities counsel to comply with
applicable securities laws.

    


    6. 
         Rights as a
Shareholder.  Subject to the provisions of this letter, you
generally will have all of the rights of a holder of Company Stock with respect
to all of the Restricted Shares awarded to you under this letter from and after
the Grant Date until the shares either vest or are forfeited, including the
right to vote such shares and to receive dividends or other distributions paid
thereon, as provided in Section 3.

    


    7. 
         Transfer
Restrictions.  You may not sell, assign, transfer, pledge,
hypothecate or encumber your right to receive Restricted Shares under this
letter prior to the time such Restricted Shares become fully vested in
accordance with this letter.  Your ability to transfer the Restricted
Shares after they become fully vested in accordance with this letter will be
subject to compliance with applicable securities laws.

    


    8. 
         Fractional
Shares.  A fractional share of Company Stock will not be issued and
any fractional shares will be disregarded.

    


    9. 
         Adjustments.  If
the number of outstanding shares of Company Stock is increased or decreased as a
result of a stock dividend, stock split or combination of shares,
recapitalization, merger in which the Company is the surviving corporation, or
other change in the Company’s capitalization without the receipt of
consideration by the Company, the number and kind of your unvested Restricted
Shares shall be proportionately adjusted by the Committee, whose determination
shall be binding.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    10. 
       Notices.  Any
notice to be given under the terms of this letter shall be addressed to the
Corporate Secretary at 3 University Plaza, Hackensack, New Jersey 07601. 
Any notice to be given to you shall be given to you and shall be addressed to
you at your last known address at the time notice is sent.  Notices shall
be deemed to have been duly given if mailed first class, postage prepaid,
addressed as above.

    


    11. 
       Applicable Withholding
Taxes.  No Restricted Shares shall be delivered to you until you
have paid to the Company the amount that must be withheld under federal, state
and local income and employment tax laws (the “Applicable Withholding
Taxes”) or you and the Company have made satisfactory arrangements for
the payment of such taxes.

    


    12. 
       Applicable Securities
Laws.  The Company may delay vesting or delivery of Restricted
Shares to the extent the Company deems necessary or appropriate to comply with
applicable securities laws. You understand and acknowledge that federal and
state securities laws govern and restrict your right to offer, sell or otherwise
dispose of any Restricted Shares. You further understand that the certificates
for any Restricted 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 Restricted
Shares.

    


    13. 
       No Right to Continued
Employment.  This Restricted Stock award does not confer upon you
any right with respect to continuance of employment by the Company, nor shall it
interfere in any way with the right of the Company to terminate your employment
at any time.

    


    14. 
       Governing Law. 
This Agreement shall be governed by the laws of the State of
Delaware.

    


    15. 
       Acceptance of Restricted
Shares.  By signing below, you indicate your acceptance of these
Restricted Shares and your agreement to the terms and conditions set forth in
this letter agreement, which, together with the terms of the Plan, shall become
the Company’s Restricted Stock Award Agreement with you.  You also hereby
acknowledge receipt of a copy of the Plan and agree to all of the terms and
conditions of the Plan, as it may be amended from time to time.

    


    IN
WITNESS WHEREOF, the Company has caused this Restricted Stock Award

    


    Agreement
to be signed, as of this 2nd date of April 2010.

    


    
      
        	 
      	
                  

              
	 
      	 
      
	 
      	
                By:
      Jack Abuhoff

              
	 
      	
                Its:
      Chairman and CEO

              


      

    

    


    Agreed
and Accepted:

    


    
      
        	
                  

              
	
                O’Neil
      Nalavadi

              
	 
      
	
                  

              
	
                Date