TRANSITION AGREEMENT
Exhibit
10.1
This
Transition Agreement (the “Agreement”) is made and entered into as of the
29th
day of
September 2006 by and between Innodata Isogen, Inc. (“Innodata Isogen”) and
Xxxxxxx Xxxxxx (“Xxxxxx”).
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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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Or
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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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To
the
Company:
Innodata
Isogen, Inc.
Xxxxx
Xxxxxxxxxx Xxxxx
Xxxxx
000
Xxxxxxxxxx,
Xxx Xxxxxx 00000
Attention:
Xxxx Xxxxxxx, Chairman and CEO
To
Xx.
Xxxxxx:
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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. | Xxxxxxx Xxxxxx | |||
| By: | /s/ Xxxx Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxx | |
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Xxxx
Xxxxxxx
Chairman
and CEO
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Exhibit
A
Stock
Option Modification Letter
See
Attached
Exhibit
B
Agreement
and General Release
In
consideration for my signing of this Agreement and General Release (the “General
Release”) and agreement to abide by its terms, Innodata Isogen, Inc. (“Innodata
Isogen”) agrees to provide me with:
(a) The
Cash Severance set forth in Section 3(a) of the Transition Agreement between
Innodata Isogen and Agress dated September 30, 2006, less lawful deductions,
payable as set forth the in the Transition Agreement.
I
understand and agree that I would not receive such consideration except for
my
execution of the General Release and my fulfillment of the promises contained
in
this document that apply to me.
I
acknowledge this General
Release
is
invalid if signed before the Transition Date set forth in the Transition
Agreement which is September 30, 2006.
I
knowingly and voluntarily release and forever discharge Innodata Isogen, its
affiliates, subsidiaries, divisions, successors and assigns, and their current
and former partners, affiliates, owners, agents, officers, directors, employees,
successors and assigns, individually and in their corporate capacities and
Innodata Isogen’s insurers, employee benefit plans, programs and arrangements
and their administrators, functionaries and fiduciaries (“Releasees”), of and
from any and all claims, known or unknown, asserted and unasserted, that I,
my
heirs, executors, administrators, successors and assigns, have or may have
against Releasees as of the date of my execution of this General
Release, other than my rights of indemnity for actions taken while an officer
of
Innodata Isogen,
arising
out of or related to my employment with Innodata Isogen or my resignation as
an
Executive Officer (which includes my positions as Vice President, Finance and
Chief Accounting Officer), and full time employee of Innodata Isogen, including,
but not limited to, any alleged violation of: Title VII of the Civil Rights
Act
of 1964; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title
42 of
the United States Code; The Employee Retirement Income Security Act of 1974
(“ERISA”) (except for any vested benefits under any tax qualified benefit plan);
The Immigration Reform and Control Act; The Americans with Disabilities Act
of
1990; The Age Discrimination in Employment Act of 1967 (“ADEA”); The Workers
Adjustment and Retraining Notification Act; The Occupational Safety and Health
Act; The Fair Credit Reporting Act; Xxxxxxxx-Xxxxx 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 Smokers Rights Law; New Jersey Equal Pay Act;
New
Jersey Genetic Privacy 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 local, state or federal law,
regulation or ordinance, and/or public policy, contract, tort or common law.
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 all confidential information to Innodata Isogen at the conclusion
of
the Transition Period or Extended Transition Period, if any. Innodata Isogen
will have no obligation to provide any consideration hereunder unless I return
all confidential information to Innodata Isogen as set forth herein.
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.
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 General
Release.
I have
been paid and/or have received all compensation, wages, bonuses, commissions
and/or benefits to which I may be entitled for all reported hours worked, and
acknowledge that no other compensation, wages, bonuses, commissions and/or
benefits are due to me except as provided in this General
Release
and in
the Transition 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
agree
not to disclose any information regarding the existence or substance of this
General Release to any third party other than my immediate family and/or tax
or
legal advisors, or as required by law. I further acknowledge that neither this
General Release nor the furnishing of the consideration for this General Release
is an admission by Innodata Isogen of any liability or unlawful conduct of
any
kind.
I
understand that: (i) this General
Release
shall be
governed and conformed in accordance with the laws of the state in which I
last
worked without regard to the state’s conflict of laws provisions; (ii) should
any provision of this General
Release
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 General
Release
in full
force and effect; and (iii) this General
Release
may not
be modified, altered or changed except upon express written consent of both
parties in which specific reference is made to this General
Release.
I
further understand that after I enter into this Separation 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 General
Release
and I
have been advised of my right to consult with an attorney prior to executing
this General
Release.
I
further agree that any modifications, material or otherwise, made to this
General
Release,
do not
restart or affect in any manner my original twenty-one (21) day consideration
period.
I
further
understand that I may revoke this General
Release
for a
period of seven (7) days following the day I execute it. Any revocation within
this period must be submitted, in writing, to Xxxxxxxx Xxxxxxxx, Director of
Human Resources at Innodata Isogen, Xxxxx Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000, and must state, "I hereby revoke my acceptance of the General
Release." The revocation must be personally delivered to Xxxxxxxx Xxxxxxxx,
or
to her designee, or be mailed to Innodata Isogen, Inc., Three Xxxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000, and postmarked within seven (7) days of my
execution of this General
Release.
This
General
Release
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
General
Release
reflects
the entire agreement between the parties and supersedes all prior agreements
and
understandings regarding the same subject matter except for the Transition
Agreement and the Agreement Concerning Confidentiality and Non-Disclosure I
previously executed. By signing this General
Release
I
re-affirm my continuing obligations under the Agreement Concerning
Confidentiality and Non-Disclosure, including, without limitation, my
obligations of non-solicitation of Innodata Isogen customers and employees,
and
my obligations of confidentiality and non-disclosure. Having elected to execute
this General
Release,
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 General Release intending to waive, settle
and release all claims I have or might have against Releasees.
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
General Release, except for those set forth in this General
Release and in the Transition Agreement.
Signed: /s/
Xxxxxxx Xxxxxx
Print
Name: Xxxxxxx
Xxxxxx
Date: September
29, 2006
