Delaware
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0-22196
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13-3475943
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation)
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Identification
No.)
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Three
University Plaza
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07601
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Hackensack,
NJ 07601
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(Zip
Code)
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(Address
of principal executive offices)
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(201)
488-1200
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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(d) |
Exhibits
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Description
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10.1
Transition Agreement
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Filed
herewith
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10.2
Form of Stock Option Modification Agreement
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Filed
herewith
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INNODATA ISOGEN, INC. | ||
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Date:
October 3, 2006
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By: |
/s/
Jack Abuhoff
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Jack
Abuhoff
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||
Chairman,
President &
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||
Chief
Executive Officer
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Description
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10.1
Transition Agreement
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Filed
herewith
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10.2
Form of Stock Option Modification Agreement
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Filed
herewith
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1)
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Recitals.
This Agreement is made with reference to the following
facts:
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a)
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Agress
has been employed full-time by Innodata Isogen as its Vice President,
Finance and Chief Accounting
Officer.
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b)
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Innodata
Isogen and Agress have agreed that, effective as of September 30,
2006
(the “Transition Date”), Agress will resign his position as an Executive
Officer (which includes his positions as Vice President, Finance
and Chief
Accounting Officer), and will transition to a part-time employee
as more
fully set forth below.
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2)
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Transition
Services.
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a)
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Effective
as of the Transition Date Agress shall provide to Innodata Isogen
transition services (the “Transition Services”) for a period commencing on
the Transition Date and ending on December 31, 2006 (the “Transition
Period”). The Transition Period may be extended by Innodata Isogen, in its
sole option, for an additional period from January 1, 2007 through
March
31, 2007 (the “Extended Transition Period”). Innodata Isogen may not
terminate Agress’ employment during the Transition
Period.
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b)
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Agress
shall be employed by Innodata Isogen as a part-time employee while
providing the Transition Services, and shall provide to Innodata
Isogen
approximately 40-45 hours per month of Transition Services during
the
Transition Period, and approximately 20-25 hours per month of Transition
Services during the Extended Transition Period, if any. Agress shall
report to the Chief Executive Officer of Innodata Isogen with respect
to
the Transition Services.
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c)
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During
the Transition Period, Innodata Isogen shall pay to Agress $8,471
per
month, in bi-monthly payroll installments of $4,235.50, less lawful
deductions, in consideration of the Transition Services provided
by Agress
during such period. During the Extended Transition Period, if any,
Innodata Isogen shall pay to Agress $4,235.50 per month, in bi-monthly
payroll installments of $2117.75, less lawful deductions, in consideration
of the Transition Services provided by Agress during such period.
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d)
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Except
to the extent modified by the Stock Option Modification Letter attached
hereto as Exhibit A, all stock options granted to Agress during his
employment with Innodata Isogen shall continue in full force and
effect,
in accordance with their terms, during the Transition Period and
Extended
Transition Period, if any.
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3)
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Payments
upon Resignation.
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a)
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Effective
as of the Transition Date Innodata Isogen shall pay to Agress a cash
severance of $101,652 (the “Cash Severance”) payable as
follows:
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i)
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$25,413
payable during the Transition Period in six bi-monthly payroll
installments of $4,235.50, less lawful deductions, and
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ii)
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$76,239
payable as follows:
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(1)
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If
there is an Extended Transition
Period:
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(a)
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$38,119.50
payable January 1, 2007 through March 31, 2007 in 6 bi-monthly payroll
installments of $6,353.25, less lawful deductions;
and
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(b)
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$33,884
payable April 1, 2007 through May 30, 2007 in 4 bi-monthly payroll
installments of $8,471, less lawful deductions;
and
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(c)
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$4,235.50,
less lawful deductions, payable on June 15,
2007.
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(2)
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If
there is no Extended Transition
Period:
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(a)
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$76,239
payable January 1, 2007 through May 15, 2007 in 9 bi-monthly payroll
installments of $8,471, less lawful
deductions.
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b)
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Agress
shall also receive payment for all accrued, unused vacation effective
as
of the Transition Date, in accordance with Innodata Isogen
policy.
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c)
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Payment
of the Cash Severance is in no way contingent upon Agress’ performance of
the Transition Services.
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4)
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General
Release. In order to receive the Cash Severance, Agress agrees to
sign the
Agreement and General Release attached hereto as Exhibit
B.
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5)
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Miscellaneous.
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a)
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Effective
as of the Transition Date and subsequent to the conclusion of the
Transition Period and Extended Transition period, if any, Agress
shall be
entitled to the same rights of indemnity for actions taken while
an
officer of Innodata Isogen as Agress had as an officer. In the event
that
the rights of indemnity of officers of Innodata Isogen are enhanced
hereafter, Agress shall also be entitled to such enhanced rights
of
indemnity as they relate to actions taken while Agress was an officer
or
employee of Innodata Isogen. The foregoing rights shall not be exclusive
of any other rights to which Agress may be entitled under any agreement,
vote, statute, by-law or otherwise. It is acknowledged and agreed
that
Agress’ right to indemnification by the Company is in no way waived or
altered by virtue of Agress’ signing of the Agreement and General
Release.
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b)
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All
notices 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,
DHL or
other reasonable overnight courier service, addressed to the respective
parties at the following addresses:
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At
the last known address provided by Agress to Innodata Isogen’s Human
Resources Department
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c)
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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.
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d)
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This
Agreement together with the Stock Option Modification Letter constitutes
the entire agreement between Innodata Isogen and Agress relating
to the
subject matter herein, and supersedes any and all other agreements,
oral
or written, and all other negotiations and communications between
Innodata
Isogen and Agress relating to the subject matter described in this
Agreement. In the event of any inconsistency between the terms of
this
Agreement and the Stock Option Modification letter, the terms of
the Stock
Option Modification letter will govern and
control.
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e)
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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
principles.
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f)
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This
Agreement may not be modified, altered or amended except by written
agreement between Innodata Isogen and
Agress.
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Innodata Isogen, Inc. | Stephen Agress | |||
By: | /s/ Jack Abuhoff | By: | /s/ Stephen Agress | |
Jack
Abuhoff
Chairman
and CEO
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Re:
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Stock
options granted under the Company’s 1996 Stock Option Plan on June 1,
2000, as modified pursuant to letter agreement dated May 16, 2005,
to
purchase an aggregate of 100,000 shares of common stock with an exercise
price of $2.59 and expiration dates as follows: 20,000 on May 31,
2009,
20,000 on May 31, 2010, 20,000 on May 31, 2011, 20,000 on May 31,
2012 and
20,000 on May 31, 2013 (collectively, the “Stock Option
Grant”).
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1.
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All
stock option agreements related to the Stock Option Grant are hereby
amended to provide that the Stock Option Grant survives any termination
of
your employment (whether voluntary, involuntary or otherwise) and
remains
fully exercisable by you until such time as the Stock Option Grant
expires
in accordance with the expiration dates as modified by this letter
and set
forth below.
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2.
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The
expiration dates set forth in the Stock Option Grant are modified
as
follows: 20,000 shall continue to expire on May 31, 2009; 20,000
shall continue to expire on May 31, 2010; the remaining 60,000 shall
also
expire on May 31, 2010.
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3.
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The
foregoing modifications were approved by the Compensation Committee
of the
Board of Directors of the Company on
September 20, 2006.
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4.
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All
other terms and conditions of the Stock Option Grant remain in full
force
and effect. The Stock Option Grant referenced above reflects the
revised
strike price and expiration dates as set forth in the letter agreement
dated May 16, 2005, as well as any “stock splits” to date.
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5.
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This
Agreement may not be changed or terminated without the express written
consent of you and the Company.
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