Exhibit
10.2

    


    Innodata
Isogen, Inc. 2009 Stock Plan Grant

    


    March 16,
2010

    


    Mr.
O’Neil Nalavadi

    [Address]

    


    Dear
O’Neil:

    


    I am
pleased to inform you that you have been granted a non-qualified stock option
(the "Option") to purchase shares (“Shares”) of common stock of Innodata Isogen,
Inc. (the "Company").  Your grant has been made under the Company's 2009
Stock Plan. A copy of the Plan is attached to this letter.

    


    Grant Date: March 15,
2010

    Number of Shares That May Be
Purchased On Exercise of the Option:  50,000

    Option Exercise Price per
Share:  $4.37

    Option Expiration Date: March
14, 2020

    


    For the Option to be valid, you must
within 30 days
after receipt sign,
date and return the original of this letter to Amy Agress, Vice President and
General Counsel, Innodata Isogen, Inc., Three University Plaza, Hackensack,
New Jersey 07601 USA.

    


    Vesting: 100% of the Shares
vest on August 15, 2012, subject to the provisions set forth in “Employment
Requirements” 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, if
earlier, by the date set forth under Employment Requirements.  Each
exercise must be for no less than 500 Shares, until there are less than 500
Shares remaining.

    


    Employment
Requirements:

    Except as
set forth below, in the event that you or 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.

    


    If during
the term of the employment agreement between you and the Company effective
October 11, 2009 (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 Shares
will vest if 25% of the Shares have not yet vested, and all remaining Shares
will be forfeited.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Change
of Control:

    If a
Change of Control occurs during the term of the Agreement, any unvested Shares
will become fully vested upon the Occurrence of the Change of Control (as
defined in the Agreement).

    


    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 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 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.

    


    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.

    


    Please sign the extra 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,

              
	 
      	 
      
	 
      	
                Jack
      Abuhoff

              
	 
      	
                Chairman
      and CEO

              


      

    

     

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

    


    
      
        
          	
                    

                	 
      
	
                  O’Neil
      Nalavadi