UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 09, 2005
(Date of earliest event reported):
INNODATA ISOGEN, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22196 13-3475943
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
Three University Plaza
Hackensack, NJ 07601 07601
(Address of principal executive offices) (Zip Code)
(201) 488-1200
(Registrant's telephone number, including area code)
|
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 9, 2005, Jack Abuhoff vested in full in options to purchase 100,000 shares of common stock with an exercise price of $3.75 per share that were granted to him under the Company's 2001 Stock Option Plan on August 19, 2004. Mr. Abuhoff agreed that (i) until January 19, 2006 he would not sell, pledge or otherwise dispose of more than 33,333 shares ("Option Shares") issued or issuable on exercise of these options, and that (ii) during each subsequent period from the 19th day of any calendar month until the 18th day of the next calendar month he would not sell, pledge or otherwise dispose of a number of Option Shares greater than the "Base Number" for that period, less Option Shares previously sold. The Base Number for Mr. Abuhoff is 35,416 for the period from January 19, 2006 until the close of business on February 18, 2006, and increases by 2,083 for each succeeding period from the 19th day of each calendar month to the 18th day of the next calendar month. Jack Abuhoff is the Company's Chairman of the Board of Directors and Chief Executive Officer.
On December 9, 2005, George Kondrach vested in full in options to purchase 200,000 shares of common stock with an exercise price of $3.35 per share that were granted to him under the Company's 1998 Stock Option Plan on November 10, 2003. Mr. Kondrach agreed that (i) until January 10, 2006 he would not sell, pledge or otherwise dispose of more than 104,167 shares ("Option Shares") issued or issuable on exercise of these options, and that (ii) during each subsequent period from the 10th day of any calendar month until the 9th day of the next calendar month he would not sell, pledge or otherwise dispose of a number of Option Shares greater than the "Base Number" for that period, less Option Shares previously sold. The Base Number for Mr. Kondrach is 108,334 for the period from January 10, 2006 until the close of business on February 9, 2006, and increases by 4,167 for each succeeding period from the 10th day of each calendar month to the to the 9th day of the next calendar month. George Kondrach is the Company's Executive Vice President.
On December 9, 2005, Stephen Agress vested in full in options to purchase 40,000 shares of common stock with an exercise price of $3.35 per share that were granted to him under the Company's 1998 Stock Option Plan on November 10, 2003. Mr. Agress agreed that (i) until January 10, 2006 he would not sell, pledge or otherwise dispose of more than 20,836 shares ("Option Shares") issued or issuable on exercise of these options, and that (ii) during each subsequent period from the 10th day of any calendar month until the 9th day of the next calendar month he would not sell, pledge or otherwise dispose of a number of Option Shares greater than the "Base Number" for that period, less Option Shares previously sold. The Base Number for Mr. Agress is 21,669 for the period from January 10, 2006 until the close of business on February 9, 2006, and increases by 833 for each succeeding period from the 10th day of each calendar month to the to the 9th day of the next calendar month. Stephen Agress is the Company's Vice President of Finance and Chief Accounting Officer.
On December 9, 2005, each of Todd Solomon, Louise Forlenza, John Marozsan and Haig Bagerdjian vested in full in options to purchase 30,000 shares of common stock with an exercise price of $3.69 per share that were granted to him or her under the Company's 2005 and 1998 Stock Option Plans on November 14, 2003. Each of these persons agreed that (i) until January 14, 2006 he or she would not sell, pledge or otherwise dispose of more than 15,625 shares ("Option Shares") issued or issuable on exercise of these options and (ii) during each subsequent period from the 14th day of any calendar month until the 13th day of the next calendar month he or she would not sell, pledge or otherwise dispose of a number of Option Shares greater than the "Base Number" for that period, less Option Shares he or she previously sold. The Base Number for each of these persons is 16,250 for the period from January 14, 2006 until the close of business on February 13, 2006, and increases by 625 for each succeeding period from the 14th day of each calendar month to the to the 13th day of the next calendar month. Todd Solomon, Louise Forlenza, John Marozsan and Haig Bagerdjian are directors of the Company, and Todd Solomon is Vice Chairman of the Board of Directors.
The foregoing summary is qualified by reference to the forms of the new vesting and lock-up agreements that are filed as exhibits herewith.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
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10.1. 1995 Stock Option Plan Incorporated herein by reference from Exhibit A to
the Definitive Proxy dated August 10, 1995.
----------------------------------------------------------------------------------------------------------
10.2. 1998 Stock Option Plan Incorporated herein by reference from Exhibit A to
Definitive Proxy dated October 5, 1998
----------------------------------------------------------------------------------------------------------
10.3. 2001 Stock Option Plan Incorporated herein by reference from Exhibit A to
the Definitive Proxy dated June 29, 2001.
----------------------------------------------------------------------------------------------------------
10.4. Form of 1995 Stock Option Agreement Filed herewith
----------------------------------------------------------------------------------------------------------
10.5. Form of 1998 Stock Option Agreement Filed herewith
for Directors
----------------------------------------------------------------------------------------------------------
10.6. Form of 1998 Stock Option Agreement Filed herewith
for Officers
----------------------------------------------------------------------------------------------------------
10.7. Form of 2001 Stock Option Agreement Filed herewith
----------------------------------------------------------------------------------------------------------
10.8. Form of new vesting and lock-up agreement Filed herewith
for each of Haig Bagerdjian,
Louise Forlenza, John Marozsan and
Todd Solomon
----------------------------------------------------------------------------------------------------------
10.9. Form of new vesting and lock-up agreement Filed herewith
for Jack Abuhoff
----------------------------------------------------------------------------------------------------------
10.10. Form of new vesting and lock-up agreement Filed herewith
for George Kondrach
----------------------------------------------------------------------------------------------------------
10.11. Form of new vesting and lock-up agreement Filed herewith
for Stephen Agress
----------------------------------------------------------------------------------------------------------
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INNODATA ISOGEN, INC.
Date: December 15, 2005 By: /s/ Stephen Agress
-------------------------------
Stephen Agress
Vice President, Finance
|
INDEX TO EXHIBITS
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10.1. 1995 Stock Option Plan Incorporated herein by reference from Exhibit A to
the Definitive Proxy dated August 10, 1995.
----------------------------------------------------------------------------------------------------------
10.2. 1998 Stock Option Plan Incorporated herein by reference from Exhibit A to
Definitive Proxy dated October 5, 1998
----------------------------------------------------------------------------------------------------------
10.3. 2001 Stock Option Plan Incorporated herein by reference from Exhibit A to
the Definitive Proxy dated June 29, 2001.
----------------------------------------------------------------------------------------------------------
10.4. Form of 1995 Stock Option Agreement Filed herewith
----------------------------------------------------------------------------------------------------------
10.5. Form of 1998 Stock Option Agreement Filed herewith
for Directors
----------------------------------------------------------------------------------------------------------
10.6. Form of 1998 Stock Option Agreement Filed herewith
for Officers
----------------------------------------------------------------------------------------------------------
10.7. Form of 2001 Stock Option Agreement Filed herewith
----------------------------------------------------------------------------------------------------------
10.8. Form of new vesting and lock-up agreement Filed herewith
for each of Haig Bagerdjian,
Louise Forlenza, John Marozsan and
Todd Solomon
----------------------------------------------------------------------------------------------------------
10.9. Form of new vesting and lock-up agreement Filed herewith
for Jack Abuhoff
----------------------------------------------------------------------------------------------------------
10.10. Form of new vesting and lock-up agreement Filed herewith
for George Kondrach
----------------------------------------------------------------------------------------------------------
10.11. Form of new vesting and lock-up agreement Filed herewith
for Stephen Agress
----------------------------------------------------------------------------------------------------------
|
Exhibit 10.4
Innodata Isogen, Inc. 1995 Stock Option Plan Grant Directors
(Please sign and return this document to Amy Agress, Innodata Isogen, Inc., Three University Plaza, Hackensack, New Jersey 07601 within thirty (30) days of
receipt.) ((First_Name)) ((Last_Name_)) Grant Date: ((Grant_Date_)) c/o Innodata Isogen, Inc. Shares Granted: ((Shares_Granted)) Three University Plaza Option Price: ((Option_Price_)) Hackensack, NJ 07601 Last Date to Exercise: ((Last_Date_to_Exercise_)) |
We are pleased to inform you that you have been granted a non-qualified option
(the "Option") to purchase shares of Innodata Isogen, Inc. (the "Company")
common stock. Your grant has been made under the Company's Stock Option Plan
(the "Plan"), which together with the terms contained in this document, sets
forth the terms and conditions of your grant and is incorporated herein by
reference. A copy of the Plan and the Prospectus are available on file at the
Human Resources Department in Hackensack, NJ. Please review these documents
carefully.
Vesting:
Subject to the terms of the Plan, shares vest according to the following vesting
schedule:
((Vesting_))
Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following the exercise procedures set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death, disability or your
ceasing to be a Director of the Company. The number of shares you may purchase
as of any date cannot exceed the total number of shares vested by that date,
less any shares you have previously exercised pursuant to this Option.
Service Requirements:
In the event of the termination of your services as a Director by you, the
Company or its stockholders, whether voluntary or involuntary, all further
vesting of shares under this grant stops, and all unvested shares are canceled.
As set forth in the Plan, you will have sixty (60) days after your services as a
Director ceases or is suspended to exercise your vested shares, and in the event
of your death or total disability your estate will have a period of twelve (12)
months to exercise any vested shares.
Taxes, Withholding and Disposition of Stock:
In the event that the Company determines that any federal, state, local or
foreign tax or withholding payment is required relating to the exercise or sale
of shares arising from this grant, the Company shall have the right to require
such payments from you.
You agree to notify the Company when you sell or otherwise transfer or dispose of the shares acquired by exercising this Option.
By signing below I acknowledge my understanding of and agreement to all the terms and conditions contained in this document, as well as in all previous grants (if any) of options to purchase the Company's common stock granted to me.
Exhibit 10.5
Innodata Isogen, Inc. 1998 Stock Option Plan Grant Directors
(Please sign and return this document to Amy Agress, Innodata Isogen, Inc., Three University Plaza, Hackensack, New Jersey 07601 within thirty (30) days of
receipt.) ((First_Name)) ((Last_Name_)) Grant Date: ((Grant_Date_)) c/o Innodata Isogen, Inc. Shares Granted: ((Shares_Granted)) Three University Plaza Option Price: ((Option_Price_)) Hackensack, NJ 07601 Last Date to Exercise: ((Last_Date_to_Exercise_)) |
We are pleased to inform you that you have been granted a non-qualified option
(the "Option") to purchase shares of Innodata Isogen, Inc. (the "Company")
common stock. Your grant has been made under the Company's Stock Option Plan
(the "Plan"), which together with the terms contained in this document, sets
forth the terms and conditions of your grant and is incorporated herein by
reference. A copy of the Plan and the Prospectus are available on file at the
Human Resources Department in Hackensack, NJ. Please review these documents
carefully.
Vesting:
Subject to the terms of the Plan, shares vest according to the following vesting
schedule:
((Vesting_))
Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following the exercise procedures set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death, disability or your
ceasing to be a Director of the Company. The number of shares you may purchase
as of any date cannot exceed the total number of shares vested by that date,
less any shares you have previously exercised pursuant to this Option.
Service Requirements:
In the event of the termination of your services as a Director by you, the
Company or its stockholders, whether voluntary or involuntary, all further
vesting of shares under this grant stops, and all unvested shares are canceled.
As set forth in the Plan, you will have sixty (60) days after your services as a
Director ceases or is suspended to exercise your vested shares, and in the event
of your death or total disability your estate will have a period of twelve (12)
months to exercise any vested shares.
Taxes, Withholding and Disposition of Stock:
In the event that the Company determines that any federal, state, local or
foreign tax or withholding payment is required relating to the exercise or sale
of shares arising from this grant, the Company shall have the right to require
such payments from you.
You agree to notify the Company when you sell or otherwise transfer or dispose of the shares acquired by exercising this Option.
By signing below I acknowledge my understanding of and agreement to all the terms and conditions contained in this document, as well as in all previous grants (if any) of options to purchase the Company's common stock granted to me.
Exhibit 10.6
Innodata Isogen, Inc. 1998 Stock Option Plan Grant
(Please sign and return this document to Amy Agress, Innodata Isogen, Inc., Three University Plaza, Hackensack, New Jersey 07601 within thirty (30) days of receipt.
((First_Name)) ((Last_Name_)) Grant Date: ((Grant_Date_)) c/o Innodata Isogen, Inc. Shares Granted: ((Shares_Granted)) Three University Plaza Option Price: ((Option_Price_)) Hackensack, NJ 07601 Last Date to Exercise: ((Last_Date_to_Exercise_)) |
We are pleased to inform you that you have been granted a non-qualified option
(the "Option") to purchase shares of Innodata Isogen, Inc. (the "Company")
common stock. Your grant has been made under the Company's Stock Option Plan
(the "Plan"), which together with the terms contained in this document, sets
forth the terms and conditions of your grant and is incorporated herein by
reference. A copy of the Plan and the Prospectus are available on file at the
Human Resources Department in Hackensack, NJ. Please review these documents
carefully.
Vesting:
Subject to the terms of the Plan, shares vest according to the following vesting
schedule:
((Vesting_))
Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following the exercise procedures set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death, disability or your
ceasing to be an employee. The number of shares you may purchase as of any date
cannot exceed the total number of shares vested by that date, less any shares
you have previously exercised pursuant to this Option.
Employment Requirements:
The Plan sets out the terms and conditions that govern this grant in the event
of your termination of employment, death or disability. In the event of your
termination of employment, whether voluntary or involuntary, all further vesting
of shares under this grant stops, and all unvested shares are canceled. As set
forth in the Plan, you will have sixty (60) days after your employment ceases or
is suspended to exercise your vested shares, and in the event of your death or
total disability your estate will have a period of twelve (12) months to
exercise any vested shares.
Taxes, Withholding and Disposition of Stock:
In the event that the Company determines that any federal, state, local or
foreign tax or withholding payment is required relating to the exercise or sale
of shares arising from this grant, the Company shall have the right to require
such payments from you.
You agree to notify the Company when you sell or otherwise transfer or dispose of the shares acquired by exercising this Option.
By signing below I acknowledge my understanding of and agreement to all the terms and conditions contained in this document, as well as in all previous grants (if any) of options to purchase the Company's common stock granted to me.
Exhibit 10.7
Innodata Isogen, Inc. 2001 Stock Option Plan Grant
(Please sign and return this document to Amy Agress, Innodata Isogen, Inc., Three University Plaza, Hackensack, New Jersey 07601 within thirty (30) days of receipt.
((First_Name)) ((Last_Name_)) Grant Date: ((Grant_Date_)) c/o Innodata Isogen, Inc. Shares Granted: ((Shares_Granted)) Three University Plaza Option Price: ((Option_Price_)) Hackensack, NJ 07601 Last Date to Exercise: ((Last_Date_to_Exercise_)) |
We are pleased to inform you that you have been granted a non-qualified option
(the "Option") to purchase shares of Innodata Isogen, Inc. (the "Company")
common stock. Your grant has been made under the Company's Stock Option Plan
(the "Plan"), which together with the terms contained in this document, sets
forth the terms and conditions of your grant and is incorporated herein by
reference. A copy of the Plan and the Prospectus are available on file at the
Human Resources Department in Hackensack, NJ. Please review these documents
carefully.
Vesting:
Subject to the terms of the Plan, shares vest according to the following vesting
schedule:
((Vesting_))
Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following the exercise procedures set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death, disability or your
ceasing to be an employee. The number of shares you may purchase as of any date
cannot exceed the total number of shares vested by that date, less any shares
you have previously exercised pursuant to this Option.
Employment Requirements:
The Plan sets out the terms and conditions that govern this grant in the event
of your termination of employment, death or disability. In the event of your
termination of employment, whether voluntary or involuntary, all further vesting
of shares under this grant stops, and all unvested shares are canceled. As set
forth in the Plan, you will have sixty (60) days after your employment ceases or
is suspended to exercise your vested shares, and in the event of your death or
total disability your estate will have a period of twelve (12) months to
exercise any vested shares.
Taxes, Withholding and Disposition of Stock:
In the event that the Company determines that any federal, state, local or
foreign tax or withholding payment is required relating to the exercise or sale
of shares arising from this grant, the Company shall have the right to require
such payments from you.
You agree to notify the Company when you sell or otherwise transfer or dispose of the shares acquired by exercising this Option.
By signing below I acknowledge my understanding of and agreement to all the terms and conditions contained in this document, as well as in all previous grants (if any) of options to purchase the Company's common stock granted to me.
Exhibit 10.8
[LOGO](TM) INNODATA Innodata Isogen, Inc. ISOGEN Three University Plaza Hackensack, NJ 07601 T (201) 488-1200 F (201) 488-9128 www.innodata-isogen.com
Re: Stock options (the "Options") granted under the Company's ____ Stock Option Plan on November 14, 2003 to purchase an aggregate of 30,000 shares of common stock with an exercise price of $3.69. Shares that are at any time issuable or issued under the Options are referred to herein as the "Shares."
Dear _____________________ :
This is to confirm that effective December 9, 2005, your Options are modified as follows:
1. The Options are vested in full and are exercisable in full. The Options shall expire at the times set forth in the applicable stock option agreements.
2. In addition to the other restrictions on sale, pledge or other disposition set forth in the Plan and the applicable stock option agreements, you shall not (i) until January 14, 2006 sell, pledge, or otherwise dispose of more than 15,625 Shares, less any Previously Sold Shares (as hereinafter defined) and (ii) during each subsequent period from the 14th day of any calendar month to the 13th day of the next calendar month, sell, pledge, or otherwise dispose of a number of Shares greater than (1) the Base Number (as hereinafter defined) for that period, less (2) any then Previously Sold Shares.
3. "Previously Sold Shares" means at any time the number of Shares that you shall theretofore have sold, pledged or otherwise disposed, whether before or after the date of this Agreement.
4. The "Base Number" is 16,250 for the period from January 14, 2006 until the close of business on February 13, 2006, and increases by 625 for each succeeding period from the 14th of each calendar month to the to the 13th day of the next calendar month, so that for example, the Base Number for the period from October 14, 2007 to November 13, 2007 is 29,375. From and after November 14, 2007, the Base Number shall be 30,000.
5. Certificates for Shares that you may not sell, pledge or otherwise dispose will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the stockholder and the Company, a copy of which is on file at the offices of the Company."
6. The restrictions on sale, pledge, or other disposition set forth above will survive any termination of employment (whether voluntary or involuntary and whether or not for cause or for good reason or otherwise), death or disability.
7. This Agreement is binding on you and on your personal representatives and assigns. It may not be changed or terminated orally.
Please sign the extra copy of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the terms of this letter.
Sincerely,
Innodata Isogen, Inc.
By: Jack Abuhoff
Chief Executive Officer
Acknowledged and Agreed:
Exhibit 10.9
[LOGO](TM) INNODATA Innodata Isogen, Inc. ISOGEN Three University Plaza Hackensack, NJ 07601 T (201) 488-1200 F (201) 488-9128 www.innodata-isogen.com
Re: Stock options (the "Options") granted under the Company's 2001 Stock Option Plan on August 19, 2004 to purchase an aggregate of 100,000 shares of common stock with an exercise price of $3.75. Shares that are at any time issuable or issued under the Options are referred to herein as the "Shares."
Dear Mr. Abuhoff:
This is to confirm that effective December 9, 2005, your Options are modified as follows:
1. The Options are vested in full and are exercisable in full. The Options shall expire at the times set forth in the applicable stock option agreements.
2. In addition to the other restrictions on sale, pledge or other disposition set forth in the Plan and the applicable stock option agreements, you shall not (i) until January 19, 2006 sell, pledge, or otherwise dispose of more than 33,333 Shares, less any Previously Sold Shares (as hereinafter defined) and (ii) during each subsequent period from the 19th day of any calendar month to the 18th day of the next calendar month, sell, pledge, or otherwise dispose of a number of Shares equal to (1) the Base Number (as hereinafter defined) for that period, less (2) any then Previously Sold Shares.
3. "Previously Sold Shares" means at any time the number of Shares that you shall theretofore have sold, pledged or otherwise disposed, whether before or after the date of this Agreement.
4. The "Base Number" is 35,416 for the period from January 19, 2006 until the close of business on February 18, 2006, and increases by 2,083 for each succeeding period from the 19th of each calendar month to the to the 18th day of the next calendar month, so that for example, the Base Number for the period from July 19, 2008 to August 18, 2008 is 97,906. From and after August 19, 2008, the Base Number shall be 100,000.
5. Certificates for Shares that you may not sell, pledge or otherwise dispose will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the stockholder and the Company, a copy of which is on file at the offices of the Company."
6. The restrictions on sale, pledge, or other disposition set forth above will survive any termination of employment (whether voluntary or involuntary and whether or not for cause or for good reason or otherwise), death or disability.
7. This Agreement is binding on you and on your personal representatives and assigns. It may not be changed or terminated orally.
Please sign the extra copy of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the terms of this letter.
Sincerely,
Innodata Isogen, Inc.
By: Stephen Agress
Vice President, Finance
Acknowledged and Agreed:
Exhibit 10.10
[LOGO](TM) INNODATA Innodata Isogen, Inc. ISOGEN Three University Plaza Hackensack, NJ 07601 T (201) 488-1200 F (201) 488-9128 www.innodata-isogen.com
Re: Stock options (the "Options") granted under the Company's 1998 Stock Option Plan on November 10, 2003 to purchase an aggregate of 200,000 shares of common stock with an exercise price of $3.35. Shares that are at any time issuable or issued under the Options are referred to herein as the "Shares."
Dear Mr. Kondrach:
This is to confirm that effective December 9, 2005, your Options are modified as follows:
1. The Options are vested in full and are exercisable in full. The Options shall expire at the times set forth in the applicable stock option agreements.
2. In addition to the other restrictions on sale, pledge or other disposition set forth in the Plan and the applicable stock option agreements, you shall not (i) until January 10, 2006 sell, pledge, or otherwise dispose of more than 104,167 Shares, less any Previously Sold Shares (as hereinafter defined) and (ii) during each subsequent period from the 10th day of any calendar month to the 9th day of the next calendar month, sell, pledge, or otherwise dispose of a number of Shares greater than (1) the Base Number (as hereinafter defined) for that period, less (2) any then Previously Sold Shares.
3. "Previously Sold Shares" means at any time the number of Shares that you shall theretofore have sold, pledged or otherwise disposed, whether before or after the date of this Agreement.
4. The "Base Number" is 108,334 for the period from January 10, 2006 until the close of business on February 9, 2006, and increases by 4,167 for each succeeding period from the 10th of each calendar month to the to the 9th day of the next calendar month, so that for example, the Base Number for the period from October 10, 2007 to November 9, 2007 is 195,841. From and after November 10, 2007, the Base Number shall be 200,000.
5. Certificates for Shares that you may not sell, pledge or otherwise dispose will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the stockholder and the Company, a copy of which is on file at the offices of the Company."
6. The restrictions on sale, pledge, or other disposition set forth above will survive any termination of employment (whether voluntary or involuntary and whether or not for cause or for good reason or otherwise), death or disability.
7. This Agreement is binding on you and on your personal representatives and assigns. It may not be changed or terminated orally.
Please sign the extra copy of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the terms of this letter.
Sincerely,
Innodata Isogen, Inc.
By: Jack Abuhoff
Chief Executive Officer
Acknowledged and Agreed:
Exhibit 10.11
[LOGO](TM) INNODATA Innodata Isogen, Inc. ISOGEN Three University Plaza Hackensack, NJ 07601 T (201) 488-1200 F (201) 488-9128 www.innodata-isogen.com
Re: Stock options (the "Options") granted under the Company's 1998 Stock Option Plan on November 10, 2003 to purchase an aggregate of 40,000 shares of common stock with an exercise price of $3.35. Shares that are at any time issuable or issued under the Options are referred to herein as the "Shares."
Dear Mr. Agress:
This is to confirm that effective December 9, 2005, your Options are modified as follows:
1. The Options are vested in full and are exercisable in full. The Options shall expire at the times set forth in the applicable stock option agreements.
2. In addition to the other restrictions on sale, pledge or other disposition set forth in the Plan and the applicable stock option agreements, you shall not (i) until January 10, 2006 sell, pledge, or otherwise dispose of more than 20,836 Shares, less any Previously Sold Shares (as hereinafter defined) and (ii) during each subsequent period from the 10th day of any calendar month to the 9th day of the next calendar month, sell, pledge, or otherwise dispose of a number of Shares greater than (1) the Base Number (as hereinafter defined) for that period, less (2) any then Previously Sold Shares.
3. "Previously Sold Shares" means at any time the number of Shares that you shall theretofore have sold, pledged or otherwise disposed, whether before or after the date of this Agreement.
4. The "Base Number" is 21,669 for the period from January 10, 2006 until the close of business on February 9, 2006, and increases by 833 for each succeeding period from the 10th of each calendar month to the to the 9th day of the next calendar month, so that for example, the Base Number for the period from October 10, 2007 to November 9, 2007 is 39,162. From and after November 10, 2007, the Base Number shall be 40,000.
5. Certificates for Shares that you may not sell, pledge or otherwise dispose will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the stockholder and the Company, a copy of which is on file at the offices of the Company."
6. The restrictions on sale, pledge, or other disposition set forth above will survive any termination of employment (whether voluntary or involuntary and whether or not for cause or for good reason or otherwise), death or disability.
7. This Agreement is binding on you and on your personal representatives and assigns. It may not be changed or terminated orally.
Please sign the extra copy of this letter in the space below and return it to the Company to confirm your understanding and acceptance of the terms of this letter.
Sincerely,
Innodata Isogen, Inc.
By: Jack Abuhoff
Chief Executive Officer
Acknowledged and Agreed: