EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") dated as of the 22nd day of December
2005, is entered into by and between Innodata Isogen, Inc., a Delaware
corporation (the "Company) and Xxxxxx X. Xxxx (the "Executive").
WITNESSETH
1. EMPLOYMENT. The Company hereby employs the Executive as its Chief
Financial Officer and Executive Vice President, for and during the term of
this Agreement (as set forth in Paragraph 4 below). The Executive hereby
accepts such employment with the Company under the terms and conditions
set forth in this Agreement.
2. DUTIES AND AUTHORITIES OF THE EXECUTIVE. The Executive shall have such
duties and authorities as shall be consistent with his position as Chief
Financial Officer and Executive Vice President of the Company, as may be
reasonably assigned to him from time to time by the Company. The Executive
shall report to the Company's President and CEO (or such other Company
officer as the Company may designate from time to time).
3. FULL BUSINESS TIME. The Executive agrees to devote his full business time
and services to the faithful performance of his duties hereunder. During
the term of his employment with the Company, the Executive shall engage in
no other business activities whatsoever during normal working hours and
shall perform his services from the Company headquarters located in
Hackensack, New Jersey; provided, however, that the Executive may serve on
the boards of directors of other companies and charitable organizations
(in each case approved in advance in writing by the Company) and may
devote reasonable time to charitable and civic organizations, in all cases
provided that the performance of his duties and responsibilities on such
boards and in such service does not interfere with the performance of his
duties and responsibilities under this Agreement.
4. TERM. The term of this Agreement shall commence on December 22, 2005 and
end on December 21, 2008 (the "Term"), unless terminated earlier pursuant
to this Agreement. By not later than June 30, 2008, the Company shall
notify Executive in writing in accordance with Paragraph 12 of this
Agreement whether the Company intends to renew Executive's employment with
the Company. If the Company does not provide a notice of non-renewal by
June 30, 2008 or if the parties do not execute a new employment agreement
prior to the end of the Term, then this Agreement shall automatically
renew for a period of one (1) year until December 21, 2009 provided
Executive continues to be employed by the Company. If the Company provides
Executive with a notice of non-renewal, this Agreement shall automatically
terminate at the conclusion of the Term. During any renewal period, the
Company shall provide written notice of non-renewal of this Agreement not
later than June 30 of such calendar year. If the Company does not provide
Executive with a written notice of non-renewal by June 30 of such calendar
year or if the parties do not execute a new employment agreement prior the
expiration of any such renewal period, then this Agreement shall continue
to renew for successive one (1) year periods unless otherwise terminated
or written notice of non-renewal is provided as set forth in this
Agreement. If the Executive is timely provided pursuant to this paragraph
with notice of non-renewal during a renewal period, this Agreement shall
automatically terminate at the conclusion of the renewal period.
Non-renewal of this Agreement is not a termination of this Agreement
pursuant to Paragraph 7. In no event shall the Executive be entitled to
any severance payments upon the Company's non-renewal of this Agreement
pursuant to this Paragraph 4. Executive shall, however, be entitled to any
earned, but unpaid incentive compensation and all of his then incurred but
un-reimbursed business expenses upon the Company's non-renewal of this
Agreement pursuant to this Paragraph 4.
5. COMPENSATION.
(a) Base Salary. The Company shall pay the Executive a base annualized
salary ("Base Salary") at the rate of Three Hundred Thousand Dollars
and No Cents ($300,000.00) per annum for the Term, subject to annual
reviews by the Company for discretionary annual increases.
(b) Short Term Incentive Compensation. For each calendar year during the
Term (commencing in 2006), the Executive shall be eligible to
receive short term incentive compensation ("STI"). The amount of STI
will be conditioned on the attainment of certain quantitative and
qualitative objectives established by the Compensation Committee of
the Board (the "Compensation Committee") in its sole and absolute
discretion and communicated thereby in writing to the Executive at
least ten (10) days prior to the beginning of the applicable
calendar year. The Compensation Committee will also determine and
advise the Executive in writing prior to the beginning of the
applicable calendar year, of his "target" STI amount for such year,
which shall not be less than 30% of the annual rate of the
Executive's then Base Salary (the "STI Target") in effect for the
calendar year for which the STI is to be determined. Executive's
eligibility for, participation in, and the terms and conditions of
any STI hereunder shall be set forth in separate official STI plan
documents, the terms and conditions of which shall exclusively
govern the payment of any STI described in this paragraph. STI
payments shall be subject to deduction for applicable U.S. federal,
state and local withholding taxes.
(c) Stock Options. The Company shall grant to the Executive an option
(the "Option") to purchase 250,000 shares (the "Shares") of the
Company's common stock under the Company's stock option plan(s)
effective on the Executive's employment commencement date ("Grant
Date"). The Option price shall be equal to the fair market value, on
the Grant Date, of the underlying Shares subject thereto. The Option
shall have a ten (10) year term, and all Shares will be fully vested
as of the Grant Date but subject to a four year written lock-up
agreement (the "Lock-Up Agreement") with respect to sale or other
disposition of the Shares. Twenty-five percent (25%) of the Shares
will be released from the Lock-Up Agreement on each anniversary date
of the grant. The Executive's eligibility for participation and the
terms and conditions of the Option shall be set forth in separate
official stock option plan documents, the terms and conditions of
which shall exclusively govern the award, vesting, exercise and all
other aspects of the Option described in this Paragraph. Upon the
occurrence of a "Change of Control" (as defined in Section 7(d)),
the Executive shall be automatically and immediately relieved of the
restrictions imposed by the Lockup Agreement.
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(d) Base Salary payments shall be made in accordance with the Company's
personnel handbook (currently, 24 pay periods per annum). Base
Salary and incentive payments, if any, shall be subject to deduction
for applicable U.S. federal, state and local withholding taxes.
6. EMPLOYEE BENEFITS.
(a) Throughout the Executive's employment during the Term, the Company
shall provide the Executive and all of his dependents with group
medical and dental insurance in amounts of coverage available to
senior executives of the Company with employee payment obligations
on the same terms as such other senior executives. However, if the
Executive does not meet the requirements of the Company's insurance
underwriters, which requirements shall be uniformly applicable to
all of the Company's senior executives, the Company shall not
provide the Executive with such insurance but, in lieu thereof, the
Company shall pay to the Executive the amounts it would otherwise
have paid for the insurance premiums on the Executive's behalf had
the Executive met such requirements.
(b) The Executive shall be entitled to four (4) weeks paid vacation per
annum and personal and sick leave in accordance with the policies of
the Company, which vacation and leave shall be taken by the
Executive in accordance with the reasonable business requirements of
the Company. Two (2) weeks vacation per annum may be carried over
from one year to the next, and the Executive shall be entitled to
payment for any accrued, but unused, vacation upon the termination
of the Executive's employment with the Company; provided that in no
event shall the amount of such payment exceed payment for six (6)
weeks of accrued, but unused, vacation.
(c) The Executive shall be entitled to participate in all tax-qualified
retirement plans maintained by the Company to the extent that such
participation is made available to other senior executives of the
Company.
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7. TERMINATION. Notwithstanding any other provision in this Agreement, during
the Term:
(a) Death. If the Executive dies, this Agreement shall automatically
terminate as of the date of the Executive's death.
(b) Disability. If the Executive is unable to perform his duties
hereunder as a result of any physical or mental disability (i) which
continues for 60 consecutive days or (ii) for 90 days in any 365
consecutive-day period, then the Company may terminate this
Agreement upon 30 days written notice to the Executive, provided
that the Executive's Base Salary shall continue to accrue ratably
for 90 days after the date of the Executive's termination.
(c) Termination by the Company for Cause. The Company may terminate the
Executive's employment with the Company for Cause. For purposes of
this Agreement, "Cause" shall mean (i) the Executive's conviction by
a court of competent jurisdiction in the United States of a felony
or a crime involving the Company; (ii) the Executive's conviction of
a court of competent jurisdiction in the United States of a felony
involving moral turpitude or unlawful, dishonest, or unethical
conduct that a reasonable person would consider damaging to the
reputation of the Company; (iii) the Executive's willful or
persistent refusal or failure to perform assigned duties consistent
with duties of the Executive's position or to comply with the
reasonable directions of Company officer to whom he reports, the
Chief Executive Officer or the Company's Board of Directors,
provided that Executive has been provided with written notice of
such refusal or failure to perform at least thirty (30) days before
termination pursuant to this sub-paragraph; (iv) any material breach
of any provision of this Agreement, or any other agreements between
the Executive and Company, by the Executive; or (v) the Executive's
gross negligence in the performance of his duties; but in the case
of paragraph 7(c)(iv) if within thirty (30) days after the Company
first has actual knowledge of the occurrence of such action or
event, the Company gives written notice to the Executive of its
intention to terminate his employment hereunder, and the Executive
does not reasonably cure any such action within thirty (30) days
after the date of such notice, where such conduct is curable.
If the Executive's employment is terminated by the Company for
Cause, the Company shall pay the Executive his full accrued Base
Salary through the date of termination at the rate in effect at the
time of such termination, and the Company shall have no further
obligation to the Executive under this Agreement or under any other
agreements or plans. All other compensation including, without
limitation, bonuses, severance, incentive compensation and/or stock
option grants shall be forfeited if the Executive is terminated for
Cause.
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(d) Termination by the Company without Cause. The Company may terminate
the Executive's employment under this Agreement without Cause at any
time, provided that, in such case, the Company shall continue to pay
to the Executive his then Base Salary in normal payroll installments
for (i) six (6) months following the date of termination if the
termination occurs prior to the one (1) year anniversary of
employment; or (ii) twelve (12) months following the date of
termination if the termination occurs on or after the one (1) year
anniversary of employment (twenty four (24) months in the event of a
termination without Cause within twelve (12) months of a Change in
Control (as defined below)).
A "Change in Control" shall be deemed to have occurred as of the
earliest of any of the following to occur during the Term:
(i) The Company enters into an agreement of merger, consolidation,
share exchange or similar transaction with any other
corporation other than a transaction which results in the
Company's voting stock immediately prior to the consummation
of such transaction continuing to represent (either by
remaining outstanding or by being converted into voting stock
of the surviving entity) at least two-thirds (2/3rds) of the
combined voting power of the Company's or such surviving
entity's outstanding voting stock immediately after such
transaction; or
(ii) The Board of Directors of the Company approves a plan of
liquidation or dissolution of the Company or an agreement for
the sale or disposition by the Company (in one transaction or
a series of transactions) of all or substantially all of the
Company's assets.
(iii) The public anouncement by the Company or any person (other
than the Company, any subsidiary of the Company or any
employee benefit plan of the Company or of any subsidiary of
the Company) (a "Person") that such Person, together with all
"affiliates" and "associates" (within the meanings of such
terms under Rule 12b-2 of the Securities Exchange Act of 1934,
as amended) (the "Exchange Act") of such Person, shall be the
beneficial owner of 50% or more of the Company's then
outstanding voting stock.
(e) Resignation by the Executive with Good Reason. The Executive may
resign his employment if (i) the Company breaches any of its
material obligations under this Agreement, (ii) the Company reduces
the Executive's Base Salary below the amount provided for in this
Agreement, without the Executive's written consent, or (iii) the
Company assigns duties to the Executive which are not consistent
with his office set forth in Paragraph 1, but in each case only if
within thirty (30) days after the Executive first has actual
knowledge of the occurrence of such action or event, the Executive
gives written notice to the Company of his intention to terminate
his employment hereunder, the Company does not revoke or reasonably
cure any such action or event within sixty (60) days after the date
of such notice, and the Executive resigns his employment within
fifteen (15) days thereafter. Following the Executive's resignation
with Good Reason, the Company shall make all payments to the
Executive pursuant to Paragraph 7(d) above.
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(f) In addition to any other payments pursuant to Paragraphs 7(b), 7(d)
and (e) above, upon the Executive's resignation without Good Reason
or upon any of the terminations identified in Paragraphs 7(a), (b),
(d) or (e) above, the Executive or his estate shall be entitled to
receive his Base Salary and any earned but unpaid incentive
compensation and all of his then incurred but un-reimbursed business
expenses, in each case to the date of the Executive's resignation or
termination
(g) In order to be entitled to the payments under Paragraphs 7(b), 7(d),
7(e) or 7(f), Executive agrees to execute a separation agreement and
release in the form to be provided by the Company, following his
separation from the Company.
(h) In the event that any portion of any severance payment payable under
this Agreement (in the aggregate, "Total Payments") constitute an
"excess parachute payment" within the meaning of Section 280G of the
Internal Revenue Code (the "Code"), then the Company shall pay
Executive as promptly as practicable following such determination an
additional amount (the "Gross-up Payment") calculated as described
below to reimburse Executive on an after tax basis for any excise
tax imposed on such payments under Section 4999 of the Code. The
Gross-up Payment shall equal the amount, if any, needed to ensure
that the net payments (including the Gross-up Payment) actually
received by Executive after the imposition of federal and state
income and excise taxes (including any interest or penalties imposed
by the Internal Revenue Service), is equal to the amount that
Executive would have netted after the imposition of federal and
state income taxes had the Total Payments not been subject to the
taxes imposed by Section 4999. For purposes of this calculation, it
shall be assumed that Executive's tax rate will be the maximum
marginal federal and state income tax rate on earned income, with
such maximum federal rate to be computed with regard to Section 1(g)
of the Code. In the event that the Executive and the Company are
unable to agree as to the amount of the Gross-up Payment, if any,
the Company shall select a law firm or accounting firm reasonably
acceptable to the Executive. Such firm shall determine the amount of
the Gross-up Payment and such determination shall be final and
binding upon the Executive and the Company.
8. CONFIDENTIALITY AGREEMENT AND OWNERSHIP OF INFORMATION.
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(a) Executive agrees that during the course of employment with the
Company, Executive will come into contact with and have access to
various forms of Confidential Information and Trade Secrets, which
are the property of the Company. This information relates both to
the Company, its customers and its employees. Such Confidential
Information and Trade Secrets include, but are not limited to: (i)
financial and business information, such as information with respect
to costs, commissions, fees, profits, sales, markets, mailing lists,
strategies and plans for future business, new business, product or
other development, potential acquisitions or divestitures, and new
marketing ideas; (ii) product and technical information, such as
product formulations, new and innovative product ideas, methods,
procedures, devices, machines, equipment, data processing programs,
software, software codes, computer models, and research and
development projects; (iii) marketing information, such as the
identity of the Company's customers, distributors and suppliers and
their names and addresses, the names of representatives of the
Company's customers, distributors or suppliers responsible for
entering into contracts with the Company, the amounts paid by such
customers to the Company, specific customer needs and requirements,
and leads and referrals to prospective customers; and (iv) personnel
information, such as the identity and number of the Company's
employees, skills, qualifications, salaries and abilities. Executive
acknowledges and agrees that the Confidential Information and Trade
Secrets are not generally known or available to the general public,
but have been developed, compiled or acquired by the Company at its
great effort and expense. Confidential Information and Trade Secrets
can be in any form: oral, written or machine readable, including
electronic files.
(b) During the Executive's employment with the Company and for as long
as such information shall remain Confidential Information or Trade
Secrets of the Company (except, during the course of his employment
with the Company, if in furtherance of the Company's business and in
accordance with Company policy):
(i) The Executive will not disclose to any person or entity,
without the Company's prior consent, any Confidential
Information or Trade Secrets, whether prepared by him or
others.
(ii) The Executive will not remove Confidential Information or
Trade Secrets from the premises of the Company without the
prior written consent of the Company.
(c) (i) Upon his resignation or termination of his employment with the
Company for whatever reason, with or without cause, or at any other
time the Company so requests, the Executive will promptly deliver to
the Company all originals and copies (whether in note, memo or other
document form or on video, audio or computer tapes or discs or
otherwise) of (A) Confidential Information and Trade Secrets of the
Company, or the Company's customers (including, but not limited to,
customers obtained for the Company by the Executive), that is in his
possession, custody or control, whether prepared by him or others,
and (B) all records, designs, patents, plans, manuals, memoranda,
lists and other property of the Company delivered to the Executive
by or on behalf of the Company, as the case may be, or by the
Company's customers (including, but not limited to, customers
obtained for the Company by the Executive), and all records compiled
by the Executive which pertain to the business of the Company,
whether or not confidential. All such material shall be and remain
the property of the Company and shall be subject at all times to the
Company's discretion and control.
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(ii) Information shall not be deemed Confidential Information or
Trade Secrets if:
(A) such information was available to the public prior to
disclosure thereof by the Executive, or
(B) such information shall, other than by an act or omission
on the Executive's part, be or become available to the
public or lawfully made available by a third party to
the public without restrictions as to disclosure.
(d) Confidential Information may be disclosed where required by law or
order of a court of competent jurisdiction, provided that the
Executive first gives to the Company reasonable prior notice of such
disclosure and affords the Company the reasonable opportunity for
the Company to obtain protective or similar orders, where available.
(e) The Executive shall execute a copy of the Company's "Agreement
Concerning Confidentiality and Non-Disclosure" (the "NDA")
contemporaneously with this Agreement. The NDA is incorporated in
this Agreement as if more fully set forth herein.
9. NON-COMPETE AND NON-INTERFERENCE PROVISIONS.
(a) Executive acknowledges and agrees that the Company is engaged in a
highly competitive business and that by virtue of Executive's
position and responsibilities with the Company and Executive's
access to the Confidential Information and Trade Secrets, engaging
in any business which is directly competitive with the Company will
cause it great and irreparable harm. Accordingly, the Executive
covenants that during the Limitation Period (as hereinafter
defined), the Executive will not directly or indirectly be employed
by (i) any person or entity which competes with the business the
Company shall be conducting at the time of the Executive's
termination ("Competitive Business" as defined below) or (ii) any
person or entity the major business of which constitutes Competitive
Business, nor will the Executive directly or indirectly own any
interest in any such person or entity or render to it any
consulting, brokerage, contracting, or other services. For purposes
of this Paragraph, "Competitive Business" means providing
information technology and business processing content services that
pertain to the business of content management and publishing
systems, content provisioning or content manufacturing of a type
that competes with the business of Company, or any other business
competitive with the Company's business at the time of Executive's
separation from employment. In recognition that the Company's
business includes the sale of its products and services throughout
the world, this restriction shall apply on a worldwide basis. The
foregoing shall not prohibit the Executive from owning not in excess
of 2% of the outstanding stock of any company that is a reporting
company under the Securities Act of 1934.
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(b) During the Limitation Period (as herein defined), the Executive will
not, without the prior written consent of the Company, directly or
indirectly, solicit, divert or appropriate or attempt to solicit,
divert or appropriate any customers or clients of the Company who or
which (i) were customers or clients of the Company at the time of
the termination of the Executive's employment from the Company;
and/or (ii) with whom the Executive had contact during his
employment with the Company; and/or (iii) about whom the Executive
possesses Confidential, or Trade Secret information, for purposes of
the Executive's offering to such customers or clients of the Company
products or services which are directly competitive to the products
and services offered by the Company as of the date of the
Executive's termination or resignation from employment with the
Company for any reason.
(c) During the Limitation Period (as herein defined), the Executive will
not anywhere directly or indirectly (whether as an owner, partner,
employee, consultant, broker, contractor or otherwise, and whether
personally or through other persons) approve, solicit or retain, or
assist in the employment or retention except on behalf of the
Company (whether as an employee, consultant or otherwise) of, any
person who, to the Executive's then actual knowledge, was an
employee of the Company or its affiliates at any time during the
twelve (12) month period preceding the resignation or termination of
the Executive's employment with the Company.
(d) The "Limitation Period" shall mean: (i) with respect to Paragraph
9(a), the period during which the Executive is actually employed by
the Company and for a period of twelve (12) months thereafter; and
(ii) with respect to Paragraph 9(b) and Paragraph 9(c), the period
during which the Executive is actually employed by the Company and
for a period of twenty-four (24) months thereafter.
(e) Since monetary damages may be inadequate and the Company would be
irreparably harmed if the provisions of Paragraphs 8, 9 or 10 are
not specifically enforced, the Company shall be entitled, among
other remedies, to seek an injunction from a court of competent
jurisdiction (without the necessity of posting a bond or other
security) restraining any violation of the provisions of Paragraphs
8, 9 or 10 by the Executive and by any person or entity to whom the
Executive provides or proposes to provide any services or
information in violation of such provisions.
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10. INVENTIONS.
(a) The Executive shall disclose promptly to the Company any and all
inventions, improvements and valuable discoveries, whether
patentable or not, which are conceived or made by the Executive
solely or jointly with another during his employment for the Company
and which are related to the business or activities of the Company
or which the Executive conceives during and as a direct result of
his employment by the Company, and the Executive hereby assigns and
agrees to assign all his interests therein to the Company or its
nominee. Whenever reasonably requested to do so by the Company, the
Executive shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for
and obtain Letters Patent of the United States or any foreign
country or to otherwise protect the Company's interest therein.
(b) Executive further covenants and agrees that the Company shall be
entitled to shop rights with respect to any invention and
development conceived or made by Executive during the period of his
employment by the Company that is not related in any manner to the
business of the Company but which was conceived or made on the
Company's time or with the use of the Company's facilities or
materials.
(c) Executive further covenants and agrees that it shall be conclusively
presumed as against Executive that the following shall belong to the
Company: (i) any invention and development described in a patent
service xxxx, trademark or copyright application or disclosed in any
manner to a third person; and (ii) any computer program,
modification of any computer program, or systems technique for
processing data conceived or made by Executive during the period of
his employment by the Company which is disclosed, used or described
by Executive or any person with whom Executive has any business,
financial or confidential relationship, within one (1) year after
leaving the employ of the Company.
(d) If any provision contained in this Paragraph 10 or Paragraphs 8 or 9
above is 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.
The courts enforcing this Paragraph 10 or Paragraphs 8 or 9 above
shall be entitled to modify the duration and scope of any
restriction contained therein to the extent such restriction would
otherwise be unenforceable, and such restriction as modified shall
be enforced. To the extent that any provision of this Paragraph 10
or Paragraphs 8 or 9 above conflicts with any provision of the NDA,
the more restrictive provision (as benefiting the Company) shall be
deemed to control.
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11. USE OF GENERAL ABILITIES. Nothing contained in this Agreement shall
restrict the Executive after the termination or resignation of his
employment under this Agreement from using his general business,
organizational and financial abilities, and the exertion of his efforts,
in the prosecution and development of any business, so long as the
specific non-compete and other provisions of this Agreement are not
thereby violated.
12. GENERAL PROVISIONS.
(a) Notices. All notices, requests, consents, 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:
To the Company:
Innodata Isogen, Inc.
Xxxxx Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxx Xxxxxx, Esq.
To the Executive:
Xxxxxx X. Xxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Either party hereto may designate a different address by providing
written notice of such new address to the other party hereto as
provided above. A copy of each notice to the Company shall be
forwarded to Xxxxxx X. Xxxxxxx, Esq., Xxxxxxx Xxxxx LLP, 00 Xxxxxx
Xxxx, Xxx Xxxx, XX 00000-0000. All such copies shall be given in the
manner provided for notices in this Paragraph 12 (a).
(b) Severability. 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.
(c) Waiver and Modification. The waiver by any party hereto of a breach
of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach of any party. This Agreement
may not be modified, altered or amended except by written agreement
of both of the parties hereto.
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(d) Integration. This Agreement constitutes the entire agreement between
the parties relating to the employment of the Executive by the
Company or its affiliates, and supersedes any and all other
agreements, oral or written, and all other negotiations and
communications between the parties relating to the subject matter
described in this Agreement, except for the Agreement Concerning
Confidentiality and Non-Disclosure entered into between the parties.
(e) Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the Company and its successors and permitted
assigns, and upon the Executive, his heirs and his executors and
administrators. Neither the Executive nor the Company shall be
entitled to assign the Executive's duties hereunder without the
other's prior written consent.
(f) Equitable Relief. Executive agrees that the remedy at law for any
breach of Paragraphs 8, 9, and 10 of this Agreement would not be
adequate and that the Company would be entitled to injunctive or
other equitable relief for any such breach.
(g) Jurisdiction, Etc. Executive hereby consents to the jurisdiction of
the courts of the State of New Jersey, County of Bergen, and the
United States District Court, District of New Jersey with respect to
any claims or disputes arising from or in connection with this
Agreement, except that the Company shall not be precluded hereunder
from seeking injunctive or other equitable relief in any federal,
state or local court pursuant to Paragraph 12(f) above. Service of
process shall be effective when forwarded in the manner provided for
notices in Paragraph 12(a). Trial by jury is hereby waived by both
of the parties to this Agreement. The prevailing party in any
dispute shall be entitled to recover reasonable attorneys' fees and
costs from the other.
(h) Governing Law. 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.
(i) Survival. The obligations of the parties hereto contained in
Paragraphs 7, 8, 9, 10, and 12 shall survive the termination of this
Agreement.
[The next page is the signature page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Innodata Isogen, Inc.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx
Its: Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxx X Xxxx
-------------------------------------
Xxxxxx X. Xxxx
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