Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: March 25, 2009
(Date of
earliest event reported):
INNODATA
ISOGEN, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22196
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13-3475943
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation)
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Identification
No.)
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Three
University Plaza
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07601
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Hackensack,
NJ 07601
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(Zip
Code)
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(Address
of principal executive offices)
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(201)
371-2828
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
p Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
p Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
p Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
p Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) On
March 25, 2009 the Company and Mr. Jack S. Abuhoff, the President and Chief
Executive Officer of the Company, executed an employment Agreement with an
effective date of February 1, 2009 (the “Agreement”). The Agreement will
continue until terminated by the Company or Mr. Abuhoff.
The
Agreement provides for: annual base salary compensation of $424,350 subject to
cost of living adjustments and annual discretionary increases as determined by
the Company’s Board of Directors; additional cash incentive or bonus
compensation for each calendar year determined by the Compensation Committee of
the Board of Directors in its discretion and conditioned on the attainment of
certain quantitative objectives to be established by the Compensation Committee
with a target bonus of not less than 60% of Mr. Abuhoff's base salary for the
year; and stock options and/or other equity and/or non-equity based awards and
incentives as determined by the Compensation Committee in its sole and absolute
discretion. The Agreement also provides for indemnification, insurance and other
fringe benefits, and contains confidentiality, non-compete and non-interference
provisions.
In the
event Mr. Abuhoff is terminated by the Company other than for cause (as
defined), death or disability, or Mr. Abuhoff resigns his employment with the
Company for good reason (as defined), Mr. Abuhoff is entitled to receive an
amount equal to (i) 200% of his (A) base salary and (B) the greater of his most
recently declared bonus (as defined) or the average of the his three most
recently declared bonuses to be paid in substantially equal payments over a
period of 24 months; (ii) the continuation of his medical, dental, life, and
disability insurance until the earlier of the end of the maximum applicable
COBRA coverage period or for the 24 month period immediately following Mr.
Abuhoff’s termination (and if the COBRA period is shorter than the applicable 24
month period, pay Mr. Abuhoff an amount equal to the monthly cost charged by the
Company for COBRA coverage during the period beginning upon the expiration of
the maximum COBRA coverage period and the end of the 24 month continuation
period); and (iii) the removal of any vesting, transfer, lock-up, performance or
other restrictions or contingencies on his stock options and other equity and
non-equity-based awards and incentives. In the event Mr. Abuhoff is terminated
by the Company coincident or following a change of control (as defined), Mr.
Abuhoff is entitled to receive an amount equal to (i) 300% of his (A) base
salary and (B) the greater of his most recently declared bonus (as defined) or
the average of the his three most recently declared bonuses to be paid in a lump
sum payout within 30 days of the date of his termination; (ii) the continuation
of his medical, dental, life, and disability insurance until the earlier of the
end of the maximum applicable COBRA coverage period or for the 36 month period
immediately following Mr. Abuhoff’s termination (and if the COBRA period is
shorter than the applicable 36 month period, pay Mr. Abuhoff an amount equal to
the monthly cost charged by the Company for COBRA coverage during the period
beginning upon the expiration of the maximum COBRA coverage period and the end
of the 36 month continuation period; and (iii) the removal of any vesting,
transfer, lock-up, performance or other restrictions or contingencies on his
stock options and other equity and non-equity-based awards and
incentives.
In the
event Mr. Abuhoff is a “specified employee” as defined in Section 409A of the
Code at the time of his termination of employment, the payments referenced above
shall be delayed until the date that is six months and one day following his
termination of employment (or, if earlier, the earliest other date as is
permitted under Section 409A of the Code). The amount payable on such date shall
include all amounts that would have been payable to Mr. Abuhoff prior to that
date but for the application of Section 409A and the remaining payments shall be
made in substantially equal installments until fully
paid. Notwithstanding the foregoing, the six month delay shall not
apply to any such payments made (A) during the short term deferral period set
forth in Treasury Regulation Section 1.409A-1(b)(4), or (B) after said short
term deferral period, payable solely on account of an involuntary separation
from service (as defined in Section 409A of the Code) and in an
amount less than the Section 409A Severance Exemption Amount. The
Agreement also provides for potential tax gross-up payments in respect of taxes,
penalties and/or interest that may be incurred by Mr. Abuhoff under Section 409A
of the Code.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
| Exhibit No. |
Description |
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10.1
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Employment
Agreement effective as of February 1, 2009 by and between Innodata Isogen,
Inc. and Jack S. Abuhoff
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
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INNODATA
ISOGEN, INC. |
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By:
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/s/ Amy
R. Agress |
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Amy
R. Agress
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Vice
President and General Counsel
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INDEX TO
EXHIBITS
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| Exhibit No. |
Description |
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10.1
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Employment
Agreement effective as of February 1, 2009 by and between Innodata Isogen,
Inc. and Jack S. Abuhoff
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