EXHIBIT 10.2
INNODATA ISOGEN, INC. 2001 STOCK OPTION PLAN GRANT
December 22, 2005
Dear Mr. Steven L. Ford:
I am pleased to inform you that you have been granted a non-qualified option
(the "Option") to purchase shares ("Shares") of common stock of Innodata Isogen,
Inc. (the "Company"). Your grant has been made under the Company's Stock Option
Plan. A copy of the Plan is attached to this letter.
GRANT DATE: December 22, 2005
NUMBER OF SHARES THAT MAY BE PURCHASED ON EXERCISE OF THE OPTION: 250,000
OPTION EXERCISE PRICE PER SHARE: $3.28
OPTION EXPIRATION DATE: December 21, 2015
For the Option to be valid, you must WITHIN 30 DAYS AFTER RECEIPT sign, date and
return the original of this letter to Amy Agress, Vice President and General
Counsel, Innodata Isogen, Inc., Three University Plaza, Hackensack, New Jersey
07601 USA.
VESTING: The Option is fully vested as of the Grant Date.
EXERCISE:
You may exercise this Option at any time, in whole or in part, to purchase a
whole number of Shares by following the exercise procedures set up by the
Company. All exercises must take place before the Expiration Date, or, if
earlier, by the date set forth under Employment Requirements. Each exercise must
be for no less than 500 Shares, until there are less than 500 Shares remaining.
EMPLOYMENT REQUIREMENTS:
In the event that you or the Company terminates your employment (whether
voluntary or involuntary and whether or not for cause or good reason or
otherwise), the Option will expire 60 days after your employment ceases. In the
event your employment is terminated by your death or disability, the Option will
expire 12 months after such termination.
RESTRICTION ON SALE:
In addition to the other restrictions on sale, pledge or other disposition set
forth in the Plan and elsewhere in this letter, you shall not in any Applicable
Lockup Period referred to in the following table sell, pledge, or otherwise
dispose of more than the Number of Shares that May be Sold that is set forth
opposite such Applicable Lockup Period. Anniversaries listed in the table are
anniversaries of the Grant Date.
- -------------------------------------- ----------------------------------------
APPLICABLE LOCKUP PERIOD NUMBER OF SHARES THAT MAY BE SOLD
- -------------------------------------- ----------------------------------------
Until the first anniversary 0% of the Shares initially
subject to the Option
- -------------------------------------- ----------------------------------------
From first anniversary until 25% of the Shares initially
the second anniversary subject to the Option
- -------------------------------------- ----------------------------------------
From the second anniversary until 50% of the Shares initially
the third anniversary subject to the Option, less
Shares sold previously
- -------------------------------------- ----------------------------------------
From the third anniversary until 75% of the Shares initially subject
the fourth anniversary to the Option, less Shares
sold previously
- -------------------------------------- ----------------------------------------
On or after the fourth 100% of the Shares initially subject
anniversary to the Option
- -------------------------------------- ----------------------------------------
Until the fourth anniversary of the Grant Date, certificates for the Shares that
will be issued to you upon exercise in excess of the Number of Shares that May
be Sold 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."
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.
Securities Laws Restrictions. You represent that when you exercise your Option
you will be purchasing Shares for your own account and not on behalf of others.
You understand and acknowledge that federal and state securities laws govern and
restrict your right to offer, sell or otherwise dispose of any Shares unless
otherwise covered by a Form S-8 or unless your offer, sale or other disposition
thereof is otherwise registered under the Securities Act of 1933, as amended,
(the "1933 Act") and state securities laws or, in the opinion of the Company's
counsel, such offer, sales or other disposition is exempt from registration
thereunder. You agree that you will not offer, sell or otherwise dispose of any
Shares in any manner (i) which would require the Company to file any
registration statement (or similar filing under state laws) with the Securities
and Exchange Commission or to amend or supplement any such filing or (ii) in any
manner which would violate or cause the Company to violate the 1933 Act, the
rules and regulations promulgated thereunder or any other state or federal law,
or (iii) other than during "window periods" from time to time announced by the
Company in its sole discretion. You further understand that the certificates for
any Shares you purchase will bear such legends as the Company deems necessary or
desirable in connection with the 1933 Act or other rules, regulations or laws.
If you are a director, officer or principal shareholder, Section 16(b) of the
Securities Exchange Act of 1934 further restricts your ability to sell or
otherwise dispose of Shares.
Non-Transferability of Option. The Option is personal to you and is
non-transferable by you other than by will or the laws of descent and
distribution or as otherwise permitted by the Plan. During your lifetime only
you can exercise the Option except as otherwise permitted by the Plan. Upon your
death, the person or persons to whom your rights pass by will or laws of descent
and distribution will have the right to exercise the Option.
Withholding Taxes. The Company shall have the right to withhold from your salary
or other compensation any withholding taxes payable as a result of your receipt
of Shares. The Company shall also have the right to require that you pay to it
all such withholding taxes in cash as a condition precedent to the exercise of
this Option. You agree to notify the Company when you sell or otherwise transfer
or dispose of the Shares.
Conformity with Plan. The Option is intended to conform in all respects with,
and is subject to all applicable provisions of, the Plan, which is incorporated
herein by reference. Any inconsistencies between this letter and the Plan shall
be resolved in accordance with the terms of the Plan. By executing and returning
the enclosed copy of this letter, you acknowledge your receipt of the Plan and
agree to be bound by all the terms of the Plan. All definitions stated in the
Plan apply to this letter. YOU SHOULD READ THE PLAN CAREFULLY.
Employment and Successors. Nothing herein confers any right or obligation on you
to continue in the employ of the Company or any subsidiary or shall affect in
any way your right or the right of the Company or any subsidiary, as the case
may be, to terminate your employment at any time. The agreements contained in
this letter shall be binding upon and inure to the benefit of any successor of
the Company.
Entire Agreement. This agreement constitutes the entire understanding between
you and the Company, and supersedes all other agreements, whether written or
oral, with respect to the Option referred to in this letter.
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 agreements
contained in this letter.
Very truly yours,
Jack Abuhoff
Chairman and CEO
Innodata Isogen, Inc.
BY SIGNING BELOW I ACKNOWLEDGE MY UNDERSTANDING OF AND AGREEMENT TO ALL OF THE
TERMS AND CONDITIONS CONTAINED IN THIS LETTER.
- --------------------------------------
Steven L. Ford