Adjustment and Retraining Notification Act. The Occupational Safety and Health Act; The Fair Credit Reporting Act; S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; New Jersey Law Against Discrimination; New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim; New Jersey Family Leave Act; New Jersey Equal Pay Act; New Jersey Conscientious Employee Protection Act (Whistleblower Protection); The New Jersey Wage Payment and Work Hour Laws; The New Jersey Public Employees’ Occupational Safety and Health Act; New Jersey Fair Credit Reporting Act; New Jersey laws regarding Political Activities of Employees, Lie Detector Tests, Jury Duty, Employment Protection, and Discrimination; any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters; any other federal, state, local or other civil or human rights law; or any other regulation or ordinance, and/or public policy, contract, tort or common law; provided, however, that nothing herein shall release Innodata Isogen from its obligations to provide the payments and benefits set forth on Exhibits A hereto, any of my rights to indemnification or coverage under Innodata Isogen’s officers’ and directors’ liability insurance and as provided in the Innodata Isogen by-laws, which shall continue to apply to me as in effect on the date hereof solely in accordance with their terms and with respect to actions taken by me while an officer of Innodata Isogen (collectively, the “Indemnification Rights”) or any of my vested benefits under any tax-qualified retirement plans (the “Retirement Plans”), the health insurance benefits, vacation, and other accrued benefits in accordance with the Innodata Isogen “Personnel Handbook for U.S.-Based Employees (the “Accrued Benefits”), and the 2001 Stock Option Plan of Innodata Isogen (the “Stock Plan”) in which I participate. Moreover, although I retain the right to file a charge of discrimination, I will not be entitled to receive any relief, recovery or monies in connection with any complaint, charge or legal proceeding brought against Releasees, including attorneys’ fees, without regard to the party or parties who have instituted any such complaint, charge or legal proceeding, to the extent permitted by law. I agree to return to Innodata Isogen or destroy all Innodata Isogen confidential information, and to return to Innodata Isogen all Innodata Isogen property on or before the last day of my employment, or earlier upon written request. Innodata Isogen will have no obligation to provide any consideration hereunder unless I return or destroy all such confidential information and Innodata Isogen property to Innodata Isogen as requested. I agree not to defame, disparage, or demean Innodata Isogen, its affiliates, subsidiaries and their respective current and former officers and directors, in any manner whatsoever, provided that nothing contained herein shall prevent me from providing truthful information about Innodata Isogen in connection with any legal proceeding or to the extent compelled to do so by law or in connection with seeking new employment, subject to my on-going obligations under the Confidentiality Agreement (defined below) and Innodata Isogen, on behalf of itself and its officers and directors, agrees not to defame, disparage, or demean me, provided that nothing contained herein shall prevent Innodata Isogen, its officers and directors from providing truthful information about me in connection with any legal proceeding or to the extent compelled to do so by law or in connection with any reference which I request Innodata Isogen to provide on my behalf. I have not filed or caused to be filed, and I am not a party to, any claim, charge, complaint, action or other legal proceeding against Releasees in any forum or form as of the date of execution of this Agreement and to the current knowledge of Innodata Isogen and its senior officers and directors, there is no present circumstance of which they are aware that would give rise to any claim, charge, complaint, action or other legal proceeding against me. I have been paid and/or have received all compensation, wages, bonuses, commissions and/or benefits to which I may be entitled, and acknowledge that no other compensation, wages, bonuses, commissions and/or benefits are due to me except as provided in this Agreement. I affirm that I have no known workplace injuries or occupational diseases, and that I have been provided and/or have not been denied any leave under any federal, state or local family/medical or disability leave law. I acknowledge that neither this Agreement nor the furnishing of the consideration for this Agreement is an admission by Innodata Isogen of any liability or unlawful conduct of any kind. I have 250,000 nonqualified options to acquire common stock of Innodata Isogen that were granted on December 22, 2005 pursuant to the Stock Plan and which are fully vested and have been since the time of grant and which pursuant to the terms of grant shall remain fully exercisable through August 29, 2009 (the “Expiration Date”); provided that, (a) 187,500 of the nonqualified options will continue to be exercisable through the Expiration Date through the cashless exercise feature of the Stock Option Plan and the arrangements with M▇▇▇▇▇ S▇▇▇▇▇▇ (subject to the normal blackout periods provided under Innodata Isogen’s policies and applicable SEC rules and regulations) and (b) the remaining 62,500 nonqualified options are currently subject to a “lock-up” restriction which prohibits me from disposing of the shares received upon exercise prior to December 22, 2009, and, therefore, I am unable to utilize the cashless exercise feature of the Stock Plan. I understand that in lieu of my open market exercise of all or a portion of my options, Innodata Isogen may offer to “stock settle” such options, but is not obligated to do so, and I may accept such offer, but am not obligated to do so. I understand that: (i) this Agreement shall be governed and conformed in accordance with the laws of the state of New Jersey without regard to its conflict of laws provisions; (ii) should any provision of this Agreement 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 in full force and effect; and (iii) this Agreement may not be modified, altered or changed except upon express written consent of both parties in which specific reference is made to this Agreement. I further understand that after I enter into this Agreement, both Innodata Isogen and I will have the right to enforce its terms. I understand that I have up to twenty-one (21) days to consider this Agreement and I have been advised of my right to consult with an attorney prior to executing this Agreement. I further agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner my original twenty-one (21) day consideration period. I further understand that I may revoke this Agreement for a period of seven (7) days following the day I execute it. Any revocation within this period must be submitted, in writing, to V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director of Human Resources at Innodata Isogen, T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and must state, "I hereby revoke my acceptance of our Agreement and General Release." The revocation must be personally delivered to V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or to her designee, or be mailed to Innodata Isogen, Inc., Three U▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and postmarked within seven (7) days of my execution of this Agreement. This Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday or legal holiday recognized in the state in which I last worked, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. This Agreement reflects the entire agreement between the myself and Innodata Isogen and supersedes all prior agreements and understandings regarding the same subject matter except for (i) the Agreement Concerning Confidentiality and Non-Disclosure I previously executed (the “Confidentiality Agreement”); (ii) the obligations contained in Paragraphs 8, 9, 10 and 12 of the employment agreement dated December 22, 2005 between myself and the Company (the “Employment Agreement”) and (iii) the Indemnification Rights, Stock Plan, the Accrued Benefits and the Retirement Plans. By signing this Agreement I re-affirm my continuing obligations under the Confidentiality Agreement and the Employment Agreement provisions identified in the preceding sentence, including, without limitation, my obligations of non-solicitation of Innodata Isogen customers and employees, and my obligations of confidentiality and non-disclosure, and by signing this Agreement Innodata Isogen re-affirms its obligations under the Indemnification Rights and the Stock Plan. Having elected to execute this Agreement, to fulfill the promises set forth in these documents that apply to me and to receive the consideration set forth herein, I freely and knowingly, and after due consideration, enter into this Agreement intending to waive, settle and release all claims I have or might have against Releasees to the full extent provided in this Agreement. I acknowledge that I have not relied on any representations, promises or agreements of any kind made to me in connection with my decision to execute this Agreement, except for those set forth in this Agreement. Signed: /s/ S▇▇▇▇▇ ▇. ▇▇▇▇ Print Name: S▇▇▇▇▇ ▇. ▇▇▇▇ Date: April 27, 2009 Innodata Isogen, Inc. By: /s/ J▇▇▇ ▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman and CEO Date: April 27, 2009 This Employment Agreement (the “Agreement”) is made and entered into as of the 27th day of April 2009 by and between Innodata Isogen, Inc. (the “Company”) and S▇▇▇▇▇ ▇. ▇▇▇▇ (the “Executive”).
Appears in 1 contract
Adjustment and Retraining Notification Act. ▪ The Occupational Safety Family and Health ActMedical Leave Act of 1993, as amended; ▪ The Fair Credit Reporting Act; S▇▇▇▇▇▇▇-▇▇▇▇▇ ▪ The Fair Labor Standards Act of 20021938 (FLSA), as amended; New Jersey Law Against Discrimination; New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim; New Jersey Family Leave Act; New Jersey Equal Pay Act; New Jersey Conscientious Employee Protection Act (Whistleblower Protection); ▪ The New Jersey Wage Payment and Work Hour Laws; The New Jersey Public Employees’ Occupational Safety and Health Act; New Jersey Fair Credit Reporting Act; New Jersey laws regarding Political Activities Act of Employees, Lie Detector Tests, Jury Duty, Employment Protection, and Discrimination; any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters; any other federal, state, local or other civil or human rights law; or any other regulation or ordinance, and/or public policy, contract, tort or common law; provided, however, that nothing herein shall release Innodata Isogen from its obligations to provide the payments and benefits set forth on Exhibits A hereto, any of my rights to indemnification or coverage under Innodata Isogen’s officers’ and directors’ liability insurance and as provided in the Innodata Isogen by-laws, which shall continue to apply to me as in effect on the date hereof solely in accordance with their terms and with respect to actions taken by me while an officer of Innodata Isogen 1970 (collectively, the “Indemnification Rights”) or any of my vested benefits under any tax-qualified retirement plans (the “Retirement Plans”OSHA), the health insurance benefits, vacation, and other accrued benefits in accordance with the Innodata Isogen “Personnel Handbook for U.S.-Based Employees (the “Accrued Benefits”), and the 2001 Stock Option Plan as amended; ▪ The Equal Pay Act of Innodata Isogen (the “Stock Plan”) in which I participate. Moreover, although I retain the right to file a charge of discrimination, I will not be entitled to receive any relief, recovery or monies in connection with any complaint, charge or legal proceeding brought against Releasees, including attorneys’ fees, without regard to the party or parties who have instituted any such complaint, charge or legal proceeding, to the extent permitted by law. I agree to return to Innodata Isogen or destroy all Innodata Isogen confidential information, and to return to Innodata Isogen all Innodata Isogen property on or before the last day of my employment, or earlier upon written request. Innodata Isogen will have no obligation to provide any consideration hereunder unless I return or destroy all such confidential information and Innodata Isogen property to Innodata Isogen as requested. I agree not to defame, disparage, or demean Innodata Isogen, its affiliates, subsidiaries and their respective current and former officers and directors, in any manner whatsoever, provided that nothing contained herein shall prevent me from providing truthful information about Innodata Isogen in connection with any legal proceeding or to the extent compelled to do so by law or in connection with seeking new employment, subject to my on-going obligations under the Confidentiality Agreement (defined below) and Innodata Isogen, on behalf of itself and its officers and directors, agrees not to defame, disparage, or demean me, provided that nothing contained herein shall prevent Innodata Isogen, its officers and directors from providing truthful information about me in connection with any legal proceeding or to the extent compelled to do so by law or in connection with any reference which I request Innodata Isogen to provide on my behalf. I have not filed or caused to be filed, and I am not a party to, any claim, charge, complaint, action or other legal proceeding against Releasees in any forum or form as of the date of execution of this Agreement and to the current knowledge of Innodata Isogen and its senior officers and directors, there is no present circumstance of which they are aware that would give rise to any claim, charge, complaint, action or other legal proceeding against me. I have been paid and/or have received all compensation, wages, bonuses, commissions and/or benefits to which I may be entitled, and acknowledge that no other compensation, wages, bonuses, commissions and/or benefits are due to me except as provided in this Agreement. I affirm that I have no known workplace injuries or occupational diseases, and that I have been provided and/or have not been denied any leave under any federal, state or local family/medical or disability leave law. I acknowledge that neither this Agreement nor the furnishing of the consideration for this Agreement is an admission by Innodata Isogen of any liability or unlawful conduct of any kind. I have 250,000 nonqualified options to acquire common stock of Innodata Isogen that were granted on December 22, 2005 pursuant to the Stock Plan and which are fully vested and have been since the time of grant and which pursuant to the terms of grant shall remain fully exercisable through August 29, 2009 (the “Expiration Date”)1963; provided that, (a) 187,500 of the nonqualified options will continue to be exercisable through the Expiration Date through the cashless exercise feature of the Stock Option Plan and the arrangements with M▇▇▇▇▇ S▇▇▇▇▇▇ (subject to the normal blackout periods provided under Innodata Isogen’s policies and applicable SEC rules and regulations) and (b) the remaining 62,500 nonqualified options are currently subject to a “lock-up” restriction which prohibits me from disposing of the shares received upon exercise prior to December 22, 2009, and, therefore, I am unable to utilize the cashless exercise feature of the Stock Plan. I understand that in lieu of my open market exercise of all or a portion of my options, Innodata Isogen may offer to “stock settle” such options, but is not obligated to do so, and I may accept such offer, but am not obligated to do so. I understand that: (i) this Agreement shall be governed and conformed in accordance with the laws of the state of New Jersey without regard to its conflict of laws provisions; (ii) should any provision of this Agreement 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 in full force and effect; and (iii) this Agreement may not be modified, altered or changed except upon express written consent of both parties in which specific reference is made to this Agreement. I further understand that after I enter into this Agreement, both Innodata Isogen and I will have the right to enforce its terms. I understand that I have up to twenty-one (21) days to consider this Agreement and I have been advised of my right to consult with an attorney prior to executing this Agreement. I further agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner my original twenty-one (21) day consideration period. I further understand that I may revoke this Agreement for a period of seven (7) days following the day I execute it. Any revocation within this period must be submitted, in writing, to V▇▇▪ The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; ▪ The National Labor Relations Act (NLRA), Director as amended; ▪ The Uniformed Services Employment and Reemployment Rights Act (USEERA); ▪ The Executive Polygraph Protection Act; ▪ The Genetic Information and Nondiscrimination Act; ▪ The Age Discrimination in Employment Act of Human Resources at Innodata Isogen1967 and the Older Worker Benefit Protection Act; ▪ any other applicable federal, T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇state or local law, ▇▇▇▇▇▇▇▇▇▇rule, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and must state, "I hereby revoke my acceptance of our Agreement and General Release." The revocation must be personally delivered to V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇regulation, or to her designeeordinance; ▪ any public policy, contract, tort, or be mailed common law; or ▪ any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters. As part of the settlement, Executive specifically waives any present and future claim to Innodata Isogenreinstatement or employment with Employer at any time in the future. In addition, Inc.Executive specifically waives any rights of action and administrative and judicial relief which he might otherwise have available in the state and federal courts, Three U▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇including all common law claims and claims under federal and state constitutions, ▇▇▇▇▇▇▇▇▇▇statutes and regulations and federal executive orders and county and municipal ordinances and regulations, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇as well as before the Wage and Hour Division, the Occupational Safety and postmarked within seven (7) days Health Administration and any other division or department of my execution the U.S. Department of Labor, the Equal Employment Opportunity Commission, or any other applicable local or regional agency, the National Labor Relations Board or any other federal, state or local administrative agency. Executive promises never to file, participate in or prosecute a lawsuit asserting any claims that are released by this Agreement. This Agreement shall Executive further agrees not become effective to voluntarily participate in any employment related lawsuit brought by any other employee or enforceable until former employee against Employer. Notwithstanding the revocation period has expiredforegoing, nothing in this Release is intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission in connection with any claim Executive believes he may have against the Releasees. If However, by executing this Release, Executive hereby waives the last day right to recover in any proceeding that Executive may bring before the Equal Employment Opportunity Commission or any state human rights commission or in any proceeding brought by the Equal Employment Opportunity Commission or any state human rights commission on Executive’s behalf. In addition, this Release is not intended to interfere with Executive’s right to challenge that his waiver of the revocation period any and all ADEA claims pursuant to this Release is a Saturdayknowing and voluntary waiver, Sunday or legal holiday recognized in notwithstanding Executive’s specific representation to the state in which I last worked, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. This Agreement reflects the entire agreement between the myself and Innodata Isogen and supersedes all prior agreements and understandings regarding the same subject matter except for (i) the Agreement Concerning Confidentiality and Non-Disclosure I previously executed (the “Confidentiality Agreement”); (ii) the obligations contained in Paragraphs 8, 9, 10 and 12 of the employment agreement dated December 22, 2005 between myself and the Company (the “Employment Agreement”) and (iii) the Indemnification Rights, Stock Plan, the Accrued Benefits and Employer that he has entered into the Retirement Plans. By signing this Agreement I re-affirm my continuing obligations under the Confidentiality Agreement and executed this Release knowingly and voluntarily. In addition, notwithstanding anything to the Employment Agreement provisions identified in the preceding sentence, including, without limitation, my obligations of non-solicitation of Innodata Isogen customers and employees, and my obligations of confidentiality and non-disclosure, and by signing this Agreement Innodata Isogen re-affirms its obligations under the Indemnification Rights and the Stock Plan. Having elected to execute this Agreement, to fulfill the promises set forth in these documents that apply to me and to receive the consideration contrary set forth herein, I freely and knowingly, and after due consideration, enter into this Agreement intending to waive, settle and release all claims I have or might have against Releasees to the full extent provided nothing in this Agreement. I acknowledge that I have not relied on Release will release (a) any representations, promises or agreements obligation of any kind made the Employer to me in connection with my decision to execute this Agreement, except for those provide the payments and benefits set forth in this Agreement. Signed: /s/ S▇▇▇▇▇ ▇. ▇▇▇▇ Print Name: S▇▇▇▇▇ ▇. ▇▇▇▇ Date: April 27, 2009 Innodata Isogen, Inc. By: /s/ J▇▇▇ ▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman and CEO Date: April 27, 2009 This Employment Agreement (the “Agreement”) is made and entered into as Section 2 of the 27th day Retirement Agreement, (b) Executive’s right to payment of April 2009 by any vested benefits under any tax-qualified plans of the Employer, or Executive’s right to receive payment of his vested amounts under the Tech Data nonqualified deferred compensation plan, in each case at the time set forth and between Innodata Isogenotherwise in accordance with the terms of the applicable plan, Inc. or (c) any right of indemnification or to director and officer liability insurance coverage under any of the “Company”) Employer’s organizational documents or at law under any plan or agreement and S▇▇▇▇▇ ▇. ▇▇▇▇ (the “applicable to Executive”).
Appears in 1 contract
Adjustment and Retraining Notification Act. ▪ The Occupational Safety Family and Health ActMedical Leave Act of 1933 (“FMLA”); ▪ The Fair Credit Reporting Act; S▇▇▇▇▇▇▇-▇▇▇▇▇ ▪ The American Competitiveness & Workplace Improvement Act of 20021998 (“ACWIA”) ▪ The New York Human Rights Law, as amended; ▪ The New York Executive Law Section 290 et seq.; ▪ The New York State Labor Relations Act; ▪ The New York Labor Law; ▪ The New York Equal Rights Law; ▪ The New York Wage Hour and Wage Payment Laws; ▪ The New York Minimum Wage Law, as amended; ▪ The New York City Administrative Code; ▪ Equal Pay Law for New York, as amended; ▪ New Jersey Law Against Discrimination; New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim; ▪ New Jersey Family Leave Act; Act ▪ New Jersey Equal Pay Act; Act ▪ New Jersey Conscientious Employee Protection Act (Whistleblower Protection); The ) ▪ New Jersey Wage Payment and Work Hour Laws▪ any other federal, state or local law, rule, regulation, or ordinance, or the national or local law of any foreign country (statutory or decisional); The New Jersey Public Employees’ Occupational Safety and Health Act▪ any public policy, contract, tort, or common law; New Jersey Fair Credit Reporting Act; New Jersey laws regarding Political Activities of Employees, Lie Detector Tests, Jury Duty, Employment Protection, and Discrimination; or ▪ any claim basis for recovering costs, fees, or other expenses including attorneys’ fees incurred in these matters; . This general release of claims shall not apply to (i) any other federal, state, local or other civil or human rights law; or any other regulation or ordinance, and/or public policy, contract, tort or common law; provided, however, that nothing herein shall release Innodata Isogen from violation by Company of its obligations to provide the payments under this Agreement and benefits set forth on Exhibits A hereto, General Release and (ii) any of my rights to indemnification or coverage under Innodata Isogen’s officers’ and directors’ liability insurance and you may have as provided in the Innodata Isogen by-laws, which shall continue to apply to me as in effect on the date hereof solely in accordance with their terms and with respect to actions taken by me while an officer of Innodata Isogen all expenses (collectively, the “Indemnification Rights”) or any of my vested benefits under any tax-qualified retirement plans (the “Retirement Plans”), the health insurance benefits, vacation, and other accrued benefits in accordance with the Innodata Isogen “Personnel Handbook for U.S.-Based Employees (the “Accrued Benefits”), and the 2001 Stock Option Plan of Innodata Isogen (the “Stock Plan”) in which I participate. Moreover, although I retain the right to file a charge of discrimination, I will not be entitled to receive any relief, recovery or monies in connection with any complaint, charge or legal proceeding brought against Releasees, including attorneys’ fees), without regard to the party or parties who have instituted any such complaintjudgments, charge or legal proceedingfines and amounts paid in settlement actually and reasonably incurred by you, to the fullest extent permitted by law. I agree to return to Innodata Isogen or destroy all Innodata Isogen confidential information, and to return to Innodata Isogen all Innodata Isogen property on or before the last day of my employment, or earlier upon written request. Innodata Isogen will have no obligation to provide any consideration hereunder unless I return or destroy all such confidential information and Innodata Isogen property to Innodata Isogen as requested. I agree not to defame, disparage, or demean Innodata Isogen, its affiliates, subsidiaries and their respective current and former officers and directors, in any manner whatsoever, provided that nothing contained herein shall prevent me from providing truthful information about Innodata Isogen in connection with any legal proceeding or to the extent compelled which we are empowered to do so by law the General Corporation Law of Delaware or any other applicable laws as may from time to time be in connection with seeking new employmenteffect, subject to my on-going obligations under the Confidentiality Agreement (defined below) and Innodata Isogen, on behalf of itself and its officers and directors, agrees not to defame, disparage, or demean me, provided that nothing contained herein expenses incurred shall prevent Innodata Isogen, its officers and directors from providing truthful information about me be paid by us in connection with advance of any legal proceeding or final disposition only to the extent compelled to do so by law or in connection with any reference which I request Innodata Isogen to you provide on my behalf. I have not filed or caused to the requisite undertaking as may be filed, and I am not a party to, any claim, charge, complaint, action required under Delaware or other legal proceeding against Releasees in any forum or form as of the date of execution of this Agreement and to the current knowledge of Innodata Isogen and its senior officers and directors, there is no present circumstance of which they are aware that would give rise to any claim, charge, complaint, action or other legal proceeding against me. I have been paid and/or have received all compensation, wages, bonuses, commissions and/or benefits to which I may be entitled, and acknowledge that no other compensation, wages, bonuses, commissions and/or benefits are due to me except as provided in this Agreement. I affirm that I have no known workplace injuries or occupational diseases, and that I have been provided and/or have not been denied any leave under any federal, state or local family/medical or disability leave applicable law. I acknowledge that neither this Agreement nor the furnishing of the consideration for this Agreement is an admission by Innodata Isogen of any liability or unlawful conduct of any kind. I have 250,000 nonqualified options to acquire common stock of Innodata Isogen that were granted on December 22, 2005 pursuant to the Stock Plan and which are fully vested and have been since the time of grant and which pursuant to the terms of grant shall remain fully exercisable through August 29, 2009 (the “Expiration Date”); provided that, (a) 187,500 of the nonqualified options will continue to be exercisable through the Expiration Date through the cashless exercise feature of the Stock Option Plan and the arrangements with M▇▇▇▇▇ S▇▇▇▇▇▇ (subject to the normal blackout periods provided under Innodata Isogen’s policies and applicable SEC rules and regulations) and (b) the remaining 62,500 nonqualified options are currently subject to a “lock-up” restriction which prohibits me from disposing of the shares received upon exercise prior to December 22, 2009, and, therefore, I am unable to utilize the cashless exercise feature of the Stock Plan. I understand that in lieu of my open market exercise of all or a portion of my options, Innodata Isogen may offer to “stock settle” such options, but is not obligated to do so, and I may accept such offer, but am not obligated to do so. I understand that: (i) this Agreement shall be governed and conformed in accordance with the laws of the state of New Jersey without regard to its conflict of laws provisions; (ii) should any provision of this Agreement 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 in full force and effect; and (iii) this Agreement may not be modified, altered or changed except upon express written consent of both parties in which specific reference is made to this Agreement. I further understand that after I enter into this Agreement, both Innodata Isogen and I will have the right to enforce its terms. I understand that I have up to twenty-one (21) days to consider this Agreement and I have been advised of my right to consult with an attorney prior to executing this Agreement. I further agree that any modifications, material or otherwise, made to this Agreement, do not restart or affect in any manner my original twenty-one (21) day consideration period. I further understand that I may revoke this Agreement for a period of seven (7) days following the day I execute it. Any revocation within this period must be submitted, in writing, to V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director of Human Resources at Innodata Isogen, T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and must state, "I hereby revoke my acceptance of our Agreement and General Release." The revocation must be personally delivered to V▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or to her designee, or be mailed to Innodata Isogen, Inc., Three U▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and postmarked within seven (7) days of my execution of this Agreement. This Agreement shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday or legal holiday recognized in the state in which I last worked, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday or legal holiday. This Agreement reflects the entire agreement between the myself and Innodata Isogen and supersedes all prior agreements and understandings regarding the same subject matter except for (i) the Agreement Concerning Confidentiality and Non-Disclosure I previously executed (the “Confidentiality Agreement”); (ii) the obligations contained in Paragraphs 8, 9, 10 and 12 of the employment agreement dated December 22, 2005 between myself and the Company (the “Employment Agreement”) and (iii) the Indemnification Rights, Stock Plan, the Accrued Benefits and the Retirement Plans. By signing this Agreement I re-affirm my continuing obligations under the Confidentiality Agreement and the Employment Agreement provisions identified in the preceding sentence, including, without limitation, my obligations of non-solicitation of Innodata Isogen customers and employees, and my obligations of confidentiality and non-disclosure, and by signing this Agreement Innodata Isogen re-affirms its obligations under the Indemnification Rights and the Stock Plan. Having elected to execute this Agreement, to fulfill the promises set forth in these documents that apply to me and to receive the consideration set forth herein, I freely and knowingly, and after due consideration, enter into this Agreement intending to waive, settle and release all claims I have or might have against Releasees to the full extent provided in this Agreement. I acknowledge that I have not relied on any representations, promises or agreements of any kind made to me in connection with my decision to execute this Agreement, except for those set forth in this Agreement. Signed: /s/ S▇▇▇▇▇ ▇. ▇▇▇▇ Print Name: S▇▇▇▇▇ ▇. ▇▇▇▇ Date: April 27, 2009 Innodata Isogen, Inc. By: /s/ J▇▇▇ ▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇ Title: Chairman and CEO Date: April 27, 2009 This Employment Agreement (the “Agreement”) is made and entered into as of the 27th day of April 2009 by and between Innodata Isogen, Inc. (the “Company”) and S▇▇▇▇▇ ▇. ▇▇▇▇ (the “Executive”).
Appears in 1 contract
Sources: Agreement and General Release (Fifth & Pacific Companies, Inc.)