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:
- ---------------------------------
Stephen Agress