Exhibit 10.1
TRANSITION
AGREEMENT
This Transition
Agreement (the “Agreement”) is made and entered into as
of the 29 th day of September 2006 by and between
Innodata Isogen, Inc. (“Innodata Isogen”) and Stephen
Agress (“Agress”).
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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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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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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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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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Hackensack, New Jersey 07601
Attention: Jack Abuhoff, Chairman and
CEO
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At the last
known address provided by Agress to Innodata Isogen’s Human
Resources Department
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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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This Agreement
shall be governed by and construed in accordance with the laws of
the State of New Jersey, without regard to its
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