Unassociated Document


    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

    


    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") dated as of December 24, 2008,
by and between INNODATA ISOGEN, INC., a Delaware corporation (the "Company"),
and JACK S. ABUHOFF (the "Executive").

    


    WHEREAS, the parties originally entered
into an Employment Agreement dated as of February 1, 2006 (the “2006
Agreement”);

    


    WHEREAS, the parties desire to amend
the 2006 Agreement primarily for purposes of complying with the tax law
requirements imposed by Section 409A of the Internal Revenue Code and the
regulations and other guidance issued thereunder and to make certain conforming
changes;

    


    NOW, THEREFORE, the parties hereby
agree as follows:

    


    1.           Employment.
The Company hereby employs the Executive as its President and Chief Executive
Officer for and during the Term of this Agreement (as set forth in Paragraph 4
below). 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
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.

    


    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 approved in
advance in writing by the Board in accordance with any terms and conditions of
such approval, (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 service is approved in advance in writing by the
Board.

    


    4.           Term.
The term of this Agreement shall commence on February 1, 2006 and end on
February 1, 2009 (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.

    


    5.           Compensation.

    


    (a)         Base
Compensation. The Company shall pay the Executive an annualized base salary
("Base Salary") at the rate of Three Hundred Sixty-Nine Thousand Dollars and No
Cents ($369,000.00), subject to annual review by the Board to be coterminous
with the annual reviews of the Company's other senior executives but no later
than March of each calendar year during the Term (with the first such review
being no later than March 2006) 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, 2006) 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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (b)         Cash
Incentive Compensation. For each calendar year during the Term, the Executive
shall be eligible to receive a cash bonus ("Bonus") as long as the Executive's
work performance while employed by the Company 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 at least ten (10) days prior to the beginning of the applicable
calendar year. The Compensation Committee will also determine and advise the
Executive in writing prior to the beginning of the applicable calendar year of
his "target" Bonus amount for such year, which shall not be less than fifty
percent (50%) of the annual rate of the Executive's then Base Salary (the "Bonus
Target") 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
Incentive Compensation. The Executive shall be granted stock options under the
Company's stock incentive plans from time to time, which 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 amounts of such grants shall
be determined by the Compensation Committee in its sole and absolute discretion;
provided, however, that each such 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 shall be at least
equivalent to the terms of any options 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
stock options hereunder shall be set forth in separate official stock option
plan documents, the terms and conditions of which shall exclusively govern the
award, vesting, exercise and all other aspects of the stock options described in
this Paragraph 5(c). As provided in Paragraphs 7(e)(iii)(E) or 7(f)(ii)(E), as
applicable, or upon the occurrence of a "Change of Control" (as defined below),
all then outstanding stock options and all other equity-based or equity-related
compensation rights or entitlements theretofore granted or awarded to the
Executive by the Company, including but not limited to those stock options
granted to the Executive under this Paragraph 5(c), shall automatically and
immediately become fully vested and 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 hereof, a
"Change of Control" shall be deemed to have occurred as of the earliest of any
of the following to occur during the Term:

    


    (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");


    
      
         


      

      
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    (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
Company enters into an agreement of merger, consolidation, share exchange or
similar transaction with 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
Board approves a plan of liquidation or dissolution of the Company or an
agreement for 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.

    


    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.

    


    (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 as soon as practicable following the Executive’s
termination but in no event later than ninety (90) days following such
termination.



    
      
         


      

      
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    (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 66-2/3% of salary until age 65 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

    


    (i)      
     in no event shall reimbursement under this
Paragraph 6(e) exceed Five Thousand Dollars and No Cents ($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 ninety (90) days after
the date of the Executive's termination. 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) and
shall be payable within one hundred and twenty (120) days of the date of the
Executive’s termination; provided, however, that in no
event shall such amount be paid to the Executive later than March 15 of the
calendar year next following the close of the calendar year for which such Bonus
is earned.


    
      
         


      

      
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    (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) 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 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 breach of the covenants set forth in Paragraphs 8, 9 and 10 of this
Agreement.

    


    
      (d)           (i)        
   In
addition to any other payments and continued benefits pursuant to Paragraph 7(e)
or 7(f), upon the Executive's resignation from employment with the Company, 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) above, 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, and within one hundred and twenty (120) days
of the date of the Executive’s termination by reason of his disability;
provided, that such amount 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) above, 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 Executive is
terminated for Cause pursuant to Paragraph 7(c) above, Executive shall not be
entitled to receive any Bonus under Paragraph 5(b) (on a pro rata or other
basis).

    


    (e)           (i)           
 The Executive will receive the payments and continued benefits described
in this Paragraph 7(e) if:



    
      
         


      

      
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    (A)          The
Company terminates the Executive's employment under this Agreement at any time
other than for
death, for disability pursuant to Paragraph 7(b) or for Cause pursuant to
Paragraph 7(c), either the Company or the Executive terminates Executive’s
employment following the end of the Term without the Company having tendered to
the Executive a new employment agreement at least comparable in the aggregate in
its terms to this Agreement to be effective within a reasonable period of time
following the end of the Term, or the Executive terminates his employment for
Good Reason in accordance with clause (ii) of this Paragraph 7(e);
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 separation from 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(e), the Executive shall be deemed to have been terminated by the Company
without cause if (A) the Company breaches any of its material obligations under
this Agreement, (B) the Company purports to terminate this Agreement prior to
the end of the Term other than for Cause pursuant to Paragraph 7(c), (C) without
the Executive's prior written consent, the Company relocates the Executive's
regular office location by more than fifty (50) miles from its location as of
the date hereof, or (D) 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, the Company does not revoke or 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 an amount equal to:

    


    (I)           his
then Base Salary for the longer of (a)
twenty-four (24) months, or (b) the number of months then remaining in the then
Term, (the “Severance Pay Period”) and

    


    (II)        
 two hundred percent (200%) of the amount of the Executive's then Bonus
Target;

    


    (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 the end of the Severance Pay
Period, and if the maximum COBRA coverage period is shorter than the Severance
Pay 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 Severance Pay
Period;

    


    (C)          Continue
to maintain the Executive’s term life insurance coverage and long-term
disability insurance until the end of the Severance Pay Period;

    


    (D)          Continue
to maintain the Executive’s non-qualified retirement plan benefit accruals (in
accordance with the terms of the Company’s non-qualified retirement plan
applicable to the Executive, if any, immediately prior to his last day of
employment with the Company) until the end of the Severance Pay Period;
and


    
      
         


      

      
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    (E)           Cause
all of the Company stock options and all other equity-based or equity-related
compensation rights or entitlements theretofore granted or awarded to the
Executive, including but not limited to those stock options referred to in
Paragraph 5(c), to become fully vested and 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, then any
payments pursuant to clause Paragraph 7(e)(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). 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 the end of the Severance Pay Period. 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)
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(e)(iii) shall be treated as a
separate payment for purposes of Section 409A 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 terminates employment with the
Company.

    


    (f)        
   (i)           
The Executive will receive the payments and continued benefits described in this
Paragraph 7(f) if:

    


    (A)       
  the Executive terminates his employment with the Company upon thirty
(30) days notice at any time after the six (6) month anniversary of a Change of
Control; and

    


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

     

    
      
        
        

      

      
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    (ii)           The
Company shall:

    


    (A)          Pay
the Executive an amount equal to:

     

    (I)           his
then Base Salary for the longer of (a)
thirty-six (36) months, or (b) the number of months then remaining in the then
Term, (the “Change of Control Severance Pay Period”) and

    


    (II)          three
hundred percent (300%) of the amount of the Executive's then Bonus
Target;

    


    (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 the Change of Control Severance
Pay Period, and if the maximum COBRA coverage period is shorter than the Change
of Control Severance Pay 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 Change of Control Severance Pay Period;

    


    (C)          Continue
to maintain the Executive’s term life insurance coverage and long-term
disability insurance until the end of the Change of Control Severance Pay
Period;

    


    (D)          Continue
to maintain the Executive’s non-qualified retirement plan benefit accruals (in
accordance with the terms of the Company’s non-qualified retirement plan
applicable to the Executive, if any, immediately prior to his last day of
employment with the Company) until the end of the Change of Control Severance
Pay Period; and

    


    (E)           Cause
all of the Company stock options and all other equity-based or equity-related
compensation rights or entitlements theretofore granted or awarded to the
Executive, including but not limited to those stock options referred to in
Paragraph 5(c), to become fully vested and 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.

    


    (iii)          The
severance benefit payable to the Executive pursuant to Paragraph 7(f)(ii)(A)
shall be paid on a monthly basis in substantially equal installments during the
Change of Control Severance Pay Period commencing no later than thirty (30) days
following the date of the termination of the Executive's employment with the
Company; provided,
however 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,
then the Company will defer the commencement of payment of such benefit until
the date that is six (6) months and one day following his termination of
employment with the Company (or, if earlier, the earliest other date as is
permitted under Section 409A). 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 (iii) and the remaining payments shall be made in
substantially equal installments until the end the Change of Control Severance
Pay Period.



    
      
         


      

      
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    (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 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, whose fees and expenses
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 this Section 7 is subject to Section 409A, 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 and the regulations
thereunder.

    


    8.        
   Confidentiality Agreement and Ownership of
Information.

    


    (a)           Executive
agrees that during the course of employment with the Company, 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. 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.

    


    (b)           During
the Term and for as long as such information shall remain Confidential
Information or Trade Secrets of the Company (except, during the course of his
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.

    


    (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.


    
      
         


      

      
        Page
9 of 15

        
          

        

      

      
         


      

    

    


    
      (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;

    


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

    


    (b)           Accordingly,
Executive covenants and agrees that so long as Executive is employed by the
Company and for a period of twelve (12) months after such employment is
terminated, whether voluntarily or involuntarily, 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 Executive with the Company, by any company or other for-profit entity
engaged in the business of content management and publishing systems, editorial,
abstracting, imaging, digitization, data conversion and XML services or any
other business competitive with the Company's business at the time of Executive
separation from employment. 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 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.


    
      
         


      

      
        Page
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    10.           Non
Interference Provisions.

    


    (a)           While
employed by the Company and for a period of twelve (12) months 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 from 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.

    


    (b)           While
employed by the Company and for a period of twelve (12) months 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 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.



    
      
         


      

      
        Page
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    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 business or activities
of the Company or which the Executive conceives during and as a direct result of
his employment by the Company, 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.

    


    (b)           Executive
further covenants and agrees that the Company shall be entitled to shop rights
with respect to any invention and development conceived or made by Executive
during the period of his employment by the Company that is not related in any
manner to the business of the Company but which was conceived or made on the
Company's time or with the use of the Company's facilities or
materials.

    


    (c)           Executive
further covenants and agrees that it shall be conclusively presumed as against
Executive that the following shall belong to the Company: (i) any invention and
development described in a patent service mark, trademark or copyright
application or disclosed in any manner to a third person; and (ii) any computer
program, modification of any computer program, or systems technique for
processing data conceived or made by Executive during the period of his
employment by the Company which is disclosed, used or described by Executive or
any person with whom Executive has any business, financial or confidential
relationship within one (1) year after leaving the employ 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 from using his general business, organizational and financial
abilities, and the exertion of his efforts, in the prosecution and development
of any business, so long as the specific non-compete and other provisions of
this Agreement are not thereby violated.

    


    14.           Excise
Tax Gross-Up Payment. If any payment to the Executive by the Company, whether or
not under this Agreement ("Payment"), becomes subject to the tax (the "Excise
Tax") imposed by Section 4999 of the Code, the Company shall, as soon as
reasonably practicable thereafter after written notice thereof to the Board,
make an additional cash payment to the Executive (the "Gross-Up Payment"); provided that such
payment will be made no later than the end of the calendar year following the
calendar year in which such Excise Tax is paid. The Gross-up Payment shall equal
the amount, if any, needed to ensure that the net Payments (including the
Gross-up Payment) actually received by Executive after the imposition of federal
and state income and excise taxes (including any interest or penalties imposed
by the Internal Revenue Service), is equal to the amount that Executive would
have netted after the imposition of federal and state income taxes had the
Payments not been subject to the taxes imposed by Section 4999. The
determination of whether any Payment is subject to the Excise Tax shall be based
upon the opinion of tax counsel selected by the Company and reasonably
acceptable to the Executive, whose fees and expenses shall be paid by the
Company. For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal, state and local income taxes at the
highest marginal rate of income taxation applicable to any individual residing
in the jurisdiction in which the Executive resides in the calendar year in which
the Gross-Up Payment is to be made. In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
at the time of termination of the Executive's employment hereunder, the
Executive shall repay to the Company, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (plus that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income tax
imposed on the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income tax imposed on the Gross-Up Payment being repaid by the
Executive to the extent that such repayment results in a reduction in Excise Tax
and/or a federal, state and local income tax deduction) plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code. In the event that the Excise Tax is determined to exceed the amount taken
into account hereunder at the time of the termination of the Executive's
employment hereunder (including by reason of any payment the existence or amount
of which cannot be determined at the time of the Gross-Up Payment), the Company
shall make an additional Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by the Executive with respect to such
excess) at the time that the amount of such excess is finally determined. 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 liability for Excise Tax with respect to any 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 Excise
Tax liability to allow the Company to timely contest such claim, at the
Company's sole discretion and expense.


    
      
         


      

      
        Page
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    15.          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 15(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 shall become
effective.


    
      
         


      

      
        Page
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    (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 15(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 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 therewith. However, in no event shall
reimbursement under this paragraph exceed Fifteen Thousand Dollars and No Cents
($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 by Paragraph 15(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.

    


    (i)           Survival.
The obligations of the parties hereto under Paragraphs 7, 8, 9, 10, 11, 12, 14
and 15 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 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. In furtherance of this
objective, to the extent that any regulations or other guidance issued under
Section 409A would result in Executive being subject to payment of “additional
tax” under Section 409A, 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, 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.


    
      
         


      

      
        Page
14 of 15

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the parties have
executed this Agreement on the day and year first above written.

    


    INNODATA
ISOGEN, INC.

    


    /s/ Amy
Agress 

      
        

      

    

    Name: Amy
Agress

    Title:
Vice President and General Counsel

    


    JACK S.
ABUHOFF

    /s/ Jack
S. Abuhoff 

      

    

     

    
      
        
        

      

      
        Page
15 of 15

        
          

        

      

      
        
        

      

       

    

    
      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 Section 7(e)(iii) or Section 7(f)(ii), as applicable,
of the Employment Agreement within the time period required by Paragraph
7(e)(iv) or 7(f)(iii), 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, 14 and 15 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 15(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.

                  
	 
      	 
      	 
      	 
      
	
                    JACK
      ABUHOFF

                  	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	
                    [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

          
            

          

        

        
          
          

        

      

       

      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,

              
	 
      	 
      
	 
      	 
      
	 
      	
                Jack
      Abuhoff