Unassociated Document


    
      Exhibit
10.1

    

     

    EMPLOYMENT
AGREEMENT

     

    EMPLOYMENT
AGREEMENT (“Agreement”) effective
as of February 1, 2009, by and between INNODATA ISOGEN, INC., a Delaware
corporation (the “Company”), and JACK
S. ABUHOFF (the “Executive”).

     

    WHEREAS,
the Company and the Executive wish to continue the Executive’s employment with
the Company pursuant to the provisions of this Agreement, effective as of
February 1, 2009;

     

    NOW,
THEREFORE, the parties hereby agree as follows:

     

    1.     Employment.  The
Company hereby continues to employ the Executive as its President and Chief
Executive Officer for and during the Term of this Agreement (as set forth in
Paragraph 4).  The Executive hereby accepts such continued 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
President and Chief Executive Officer of the Company, as may be reasonably
assigned to him from time to time by the Board of Directors of the Company (the
“Board”), and
he shall report solely and directly to the Board.  At all times during
the Term, the Executive shall be the most senior executive officer of the
Company.

     

    3.     Full Business
Time.  Throughout the Term, the Executive agrees to devote
substantially 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) participating in other business
activities, (b) engaging in charitable, civic, fraternal or trade group
activities, (c) 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 (d) serving on the board of directors of another
entity, provided that such board service is approved in advance in writing by
the Board.

     

    4.     Term.  The
term of this Agreement shall commence on February 1, 2009, and shall end when
terminated pursuant to Paragraph 7 of this Agreement (the “Term”).

     

    5.     Compensation.

     

    (a)   Base
Compensation.  The Company shall pay the Executive an
annualized base salary (“Base Salary”) at the
rate of Four Hundred Twenty-Four Thousand Three Hundred Fifty Dollars
($424,350.00), 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, 2010) as determined by the
Board in its sole and absolute discretion; provided, however,
that the Executive shall be entitled to receive annual Base Salary increases at
least equal to the annual percentage change in the Consumer Price Index, for all
urban consumers for all items (U.S. City Average, Not Seasonally Adjusted), as
compiled by the Census Bureau and Bureau of Labor Statistics and published in
the Statistical Abstract of the United States for the calendar year preceding
the effective date of the adjustment. Base Salary payments shall be paid in
accordance with the Company’s regular payroll practices, subject to deduction
for applicable U.S. federal, state and local withholding taxes.  The
Executive’s Base Salary shall at no time during the Term be
reduced.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)    Cash Incentive
Compensation.  For each calendar year during the Term, the
Executive shall be eligible to receive a cash bonus (“Bonus”), provided
that the Executive’s performance for the Company for such calendar year is
satisfactory (as determined by the quantitative objectives as established below)
in an amount, if any, to be determined in the sole and absolute discretion of
the Compensation Committee of the Board (the “Compensation
Committee”).  The Bonus for each such calendar year will be
payable in accordance with the general policies and procedures for payment of
incentive compensation to senior executive personnel of the Company; 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 amount of Bonus will be conditioned on the attainment
of certain quantitative objectives established by the Compensation Committee in
its sole and absolute discretion and communicated thereby in writing to the
Executive within the first ninety (90) days of the applicable calendar
year.  The Compensation Committee will also determine and advise the
Executive in writing during such ninety (90) day period of his “target” Bonus
amount for such calendar year, which shall not be less than sixty percent (60%)
of the annual rate of the Executive’s then Base Salary in effect for the
calendar year for which the Bonus is to be determined.  Executive’s
eligibility for, participation in, and 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).  Bonus payments shall be subject to
deduction for applicable U.S. federal, state and local withholding
taxes.

     

    (c)    Equity-Based and other
Incentive Compensation.  The Executive shall 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, and any of such awards which
are stock options shall be “incentive stock options” (within the meaning of
Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”)), to the
maximum extent permissible under Section 422(d) of the Code.  The
types and amounts of such grants shall be determined by the Compensation
Committee 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, and the terms of any stock option or other incentive award shall be at
least equivalent to the terms of any stock option or other incentive award, as
applicable, granted to the next highest ranking executive of the Company, at the
time of any grant to the Executive.  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).  As provided
in Paragraph 7(f)(iii)(D), or 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:

     

    
      
        
        

      

      
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    (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;
or

     

    (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, 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.  However, if the
Executive does not meet the requirements of the Company’s insurance
underwriters, which requirements shall be uniformly applicable to all of the
Company’s senior executive personnel, the Company shall not provide the
Executive with such insurance but, in lieu thereof, the Company shall pay to the
Executive the amounts it would otherwise have paid for the insurance premiums on
the Executive’s behalf had the Executive met such requirements,
which  amounts, if any, shall be paid at the same time as the
insurance premiums would have been paid by the Company if the Executive had been
covered under such insurance.

     

    
      
        
        

      

      
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    (b)          
The
Executive shall be entitled to four (4) weeks paid vacation for each twelve (12)
consecutive-month period occurring during the Term, 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, 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.  In addition, subject
to the Executive’s ability to satisfy any reasonably applicable medical
requirements, throughout the Term, solely at its own expense, the Company shall
pay for a Five Million Dollar ($5,000,000.00) term life insurance policy on the
Executive’s life (the Executive shall determine the beneficiary/beneficiaries
under such coverage and the Executive’s insurance trust shall be the owner of
such policy at all times) and long-term disability coverage for the Executive
providing at least sixty-six and two-thirds percent (66-2/3%) of Base Salary
until the Executive attains age sixty-five (65), and that is non-cancelable and
guaranteed renewable.  The Executive’s eligibility for, participation
in, and the terms and conditions of such plans shall be set forth in separate
official plan documents, the terms and conditions of which shall exclusively
govern.

     

    (d)           
Throughout
the Term, the Executive shall be entitled to prompt reimbursement for his
expenses incurred in the performance of his employment for the Company under
this Agreement; 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.

     

    (e)           
During
the Term, the Executive shall be entitled to reimbursement for an annual
executive health assessment of one (1) to three (3) days by a provider of his
choice; provided, however,
that

     

    
      
        
        

      

      
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    (i)            
in no
event shall reimbursement under this Paragraph 6(e) exceed Five Thousand Dollars
($5,000.00) per annum, without prior written approval from the Compensation
Committee,

     

    (ii)           
the
amount of expenses eligible for reimbursement under this Paragraph 6(e) during a
calendar year shall not affect the amount of expenses eligible for reimbursement
under this Paragraph 6(e) in any other calendar year, and

     

    (iii)          
in no
event shall any eligible expense reimbursement under this Paragraph 6(e) be paid
later than the last day of the calendar year following the calendar year in
which the expense was incurred.

     

    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 by a court of competent jurisdiction in the United States
of a felony or a crime (including a nolo contendere plea) which materially and
adversely affects the Company, including, in the good faith determination of the
Company fraud, dishonesty or moral turpitude;

     

    (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


    
      
        
        

      

      
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    (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.

     

    (e)           
Termination
Payments.  (i) In addition to any other payments and
continued benefits pursuant to Paragraph 7(f), upon the Executive’s resignation
from employment with the Company pursuant to Paragraph 7(d), 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, a pro rata portion of any Bonus for which
he is eligible under Paragraph 5(b), based upon the Executive’s performance of
his objectives through the date of his resignation or termination, 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. Any such Bonus shall be payable within
thirty (30) days of the date of the Executive’s resignation or termination by
reason of his death, or within one hundred twenty (120)) days of the date of the
Executive’s termination by reason of his disability; provided, however, that all
such amounts shall be paid to the Executive not later than March 15 of the
calendar year next following the close of the calendar year for which such Bonus
is earned.

     

    (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.  In the event that the Executive
is terminated for Cause pursuant to Paragraph 7(c), the Executive shall not be
entitled to receive any Bonus under Paragraph 5(b) (on a pro rata or other
basis).

     

    (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

     

    
      
        
        

      

      
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    (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) without the Executive’s prior written consent, the Company
materially relocates the Executive’s regular office location (by more than fifty
(50) miles from its location as of the date hereof), 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 Board, 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.

     

    (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 two hundred percent (200%) of (a) his
Base Salary as in effect immediately prior to his termination, and (b) the
greater of the Executive’s most recently declared Bonus or the average of the
Executive’s three (3) most recently declared Bonuses, in each case as of the
date of his termination, 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; or

     

    (II)           
If the
Executive’s employment with the Company is terminated coincident with or
following the occurrence of a Change of Control, a lump sum payment within (30)
days of the date of his termination, equal to three hundred percent (300%) of
(a) his Base Salary as in effect immediately prior to his termination, and (b)
the greater of the Executive’s most recently declared Bonus or the average of
the Executive’s three (3) most recently declared Bonuses, in each case as of the
date of his termination.

     

    (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 twenty-four (24) 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 thirty-six (36) month period immediately following the date of
the Executive’s termination and, if the maximum COBRA coverage period is shorter
than the applicable twenty-four (24) or thirty-six (36) 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 twenty-four
(24) or thirty-six (36) month continuation period;

     

    
      
        
        

      

      
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    (C)           
Continue
to maintain the Executive’s term life insurance coverage and long-term
disability insurance until (i) if the Executive’s employment with the Company is
terminated prior to the occurrence of a Change of Control, the end of the
twenty-four (24) 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,
the end of the thirty-six (36) month period immediately following the date of
the Executive’s termination; and

     

    (D)           
Effective
as of the date of the termination of the Executive’s employment with the
Company, cause 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 fully vested and, to the extent applicable,
exercisable, regardless of the otherwise applicable vesting/exercise schedule(s)
in connection therewith, and relieved of any and all otherwise applicable
transfer restrictions, lock-up or performance requirements and other
restrictions and/or contingencies of any kind.

     

    (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.

     

    
      
        
        

      

      
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    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)           
In
addition, the Company shall pay to the Executive, after written notice thereof
to the Board, as soon as reasonably practicable after the Executive’s becoming
liable for the payment of any tax, penalty and/or interest incurred by him under
Section 409A of the Code in connection with the payment of his severance benefit
under Paragraph 7(e) or 7(f), the amount necessary for the Executive to pay all
such amounts incurred by him under said Section 409A (the “409A Liability
Payment”), plus all additional federal, state and local income and
payroll taxes incurred by the Executive on account of such 409A Liability
Payment to him by the Company (the “Gross-Up Payment”);
provided, however,  that such
Gross-Up Payment will be made no later than the end of the calendar year
following the calendar year in which the 409A Liability Payment is paid. The
determination of the existence and the amount of the 409A Liability Payment and
Gross-Up Payment shall be based upon the opinion of tax counsel selected by the
Company and reasonably acceptable to the Executive, the fees and expenses of
which shall be paid by the Company.  The Executive and the Company
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of any
409A Liability Payment, and the Executive agrees to take all actions reasonably
requested by the Company relating to any Internal Revenue Service claim with
respect to any such 409A Liability Payment to allow the Company to timely
contest such claim, at the Company’s sole discretion and expense.

     

    (h)           
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 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;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (C)           
such
information is approved for disclosure to the public by prior written consent
from the Board, 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.

     

    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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (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; provided, however, that the
foregoing prohibition shall specifically not apply to the Executive’s executive
assistant(s).

     

    (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.

     

    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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (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.           
Use of General
Abilities.  Nothing contained in this Agreement shall restrict
the Executive after the termination or resignation from his employment under
this Agreement or during the term of this Agreement with respect to activities
permissible under Paragraph 3 from using his general business, organizational
and financial abilities, and the exertion of his efforts, in the prosecution and
development of any business, provided that the specific non-compete and other
provisions of this Agreement are not thereby violated.

     

    14.           
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:

     

    Jack S.
Abuhoff

    Innodata
Isogen, Inc.

    Three
University Plaza

    Hackensack,
NJ 07601

     

    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 Executive shall be forwarded to Dana Scott Fried, Esq.,
Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154.  A copy of
each notice to the Company shall be forwarded to John A. Snyder II, Esq.,
Jackson Lewis LLP, 59 Maiden Lane, New York, NY 10038.  All such
copies shall be given in the manner provided for notices in this Paragraph
14(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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (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.

     

    (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 14(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)           
Counsel
Fees.  The Company shall pay, or reimburse (subject to the
requirements of Paragraph 6(d)) to the Executive, the fees and expenses of
personal counsel for their professional services rendered to the Executive in
preparing this Agreement and any other agreement or benefit plan entered into or
adopted in connection herewith.  However, in no event shall
reimbursement under this Paragraph 14(g) exceed Fifteen Thousand Dollars
($15,000.00), without the prior approval of the Compensation
Committee.  However, the Company will not agree to pay, or reimburse
to the Executive, the fees and expenses of his personal counsel for professional
services rendered in connection with enforcement of this Agreement (or any other
agreement or benefit plan entered into or adopted in connection therewith),
except as otherwise provided in Paragraph 14(e).

     

    (h)           
Indemnification.  The
Company shall indemnify the Executive to the full extent permitted by applicable
Delaware law for all liabilities 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

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

     

    (j)            
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.

     

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

     

    INNODATA
ISOGEN, INC.

     

    
      	
              /s/ Amy R.
      Agress

            	
              03-25-2009

            
	Name:
      Amy
      Agress              	Date
	Title:
      Vice President and General Counsel	 


    

                                                                               

     

    JACK S.
ABUHOFF

     

     

    
      	
              /s/ Jack S.
      Abuhoff

            	
              03-25-2009

            
	 	Date


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      
        EXHIBIT
A

         

      

      AGREEMENT
AND GENERAL RELEASE

       

      INNODATA
ISOGEN, INC. ("Employer") [Address] and Jack Abuhoff [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:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                o

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

              
	 
      	 
      
	
                o

              	
                The
      Civil Rights Act of 1991;

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

              	
                The
      Immigration Reform and Control Act, as amended;

              
	 
      	 
      
	
                o

              	
                The
      Americans with Disabilities Act of 1990, as amended;

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

              	
                The
      Workers Adjustment and Retraining Notification Act, as
      amended;

              
	 
      	 
      
	
                o

              	
                The
      Occupational Safety and Health Act, as amended;

              
	 
      	 
      
	
                o

              	
                The
      Sarbanes-Oxley Act of 2002;

              
	 
      	 
      
	
                o

              	
                the
      New York State Constitution and amendments thereto;

              
	 
      	 
      
	
                o

              	
                the
      New York State Human Rights Law;

              
	 
      	 
      
	
                o

              	
                the
      New York Executive Law, Art. 15 ss. 290 et seq.;

              
	 
      	 
      
	
                o

              	
                the
      New York Minimum Wage Law;

              
	 
      	 
      
	
                o

              	
                the
      New York Labor Law, Art. 19, ss. 657 et seq.;

              
	 
      	 
      
	
                o

              	
                the
      New York Wage and Hour Laws and the New York Wage Payment
      Laws;

              
	 
      	 
      
	
                o

              	
                the
      New York Labor Laws, Art. 6, ss.ss. 190-199 et seq.;

              
	 
      	 
      
	
                o

              	
                the
      New York City Human Rights Law;

              
	 
      	 
      
	
                o

              	
                the
      New York City Admin. Code ss. 8-101 et seq.;

              
	 
      	 
      
	
                o

              	
                the
      New York City Civil Rights Act;

              
	 
      	 
      


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                o

              	
                the
      New York Non-Discrimination for Legal Activities Law;

              
	 
      	 
      
	
                o

              	
                the
      New York Labor Law ss. 201-d;

              
	 
      	 
      
	
                o

              	
                the
      New York Whistleblower Law, Labor Law ss. 740, et seq.;

              
	 
      	 
      
	
                o

              	
                the
      New York Occupational Safety and Health Laws;

              
	 
      	 
      
	
                o

              	
                the
      New York Workers' Compensation Laws;

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

              	
                The
      New Jersey Wage Payment and Work Hour Laws;

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

              	
                New
      Jersey Fair Credit Reporting Act;

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      
	
                o

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

              
	 
      	 
      


      

       

      Nothing
herein shall prevent Employee 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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      [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.]

       

      5.
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.

       

      6.
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.

       

      7.
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.

       

      8.
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.

       

      9.
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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      10.
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.

       

      11.
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 14 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
14(i) 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.

       

      12.
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. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      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:	
                   

                	 
	
                  JACK
      ABUHOFF

                	 	 	
                  [Name
      and Title of Person Signing]

                	 


        

         

        
          	
                   

                	 	 	 	
                   

                	 
	Date:
      	 	 	Date:
      	  
      	 
	 	 	 	 	 	 


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Jack
Abuhoff

      [address]

       

      
      

       

      
        	 	Re: Agreement and
      General Release


      

       

       

      Dear Mr.
Abuhoff:

       

      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 employee. 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.	 
	 	 	 
	 	 	 
	 	 	 


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

       

      [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,	 
	 	 	 
	 	 	 
	 	Jack
    Abuhoff