{"url_path":"/sec/inod/8-k/2026-06-17/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/903651/0001104659-26-075184-index.html","accession_number":"0001104659-26-075184","cik":"0000903651","ticker":"INOD","issuer_name":"INNODATA INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/903651/0001104659-26-075184-index.html","primary_entity_key":"0000903651","primary_entity_name":"INNODATA INC"},"word_count":964,"has_tables":true,"body_markdown":"**Item 5.02.**\n\n**Departure of Directors or Certain Officers;\nElection of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn June 17, 2026, the Company\nalso announced the appointment of its new Executive Vice President, Chief Financial Officer and Principal Financial Officer, Mr. Jayant\nChauhan, effective as of July 6, 2026.\n\n \n\nEffective\nas of Mr. Chauhan’s appointment date Ms. Marissa Espineli, who is currently serving as the Company’s Interim Chief Financial\nOfficer, Principal Financial Officer, and Principal Accounting Officer, will transition to the role of Chief Accounting Officer and will\ncontinue to serve as the Company’s Principal Accounting Officer.\n\n \n\nMr. Chauhan, age 51, brings\nover 25 years of finance and operational experience, having most recently served as Senior Vice President of Mergers and Acquisitions\nat Mphasis Corporation, a subsidiary of Mphasis Limited (BSE:526299; NSE: MPHASIS), a publicly listed global IT services company, a position\nhe held from November 2022 to April 2026. Prior to that, he held Senior Vice President Finance roles at EPOWERX PTE. LTD. from January\n2022 to July 2022 and Oravel Stays Private Limited and OYO Hotels, Inc. (collectively, “OYO”) from August 2015 to December\n2021, technology-driven growth companies. Earlier in his career, Mr. Chauhan held Vice President roles in investment banking at BMO Capital\nMarkets and J.P. Morgan. Mr. Chauhan holds an M.B.A. from the University of Michigan, Ann Arbor (2008), and a B.E. in Electrical Engineering\nfrom Punjab Engineering College, India (1997).\n\n \n\nThere\nis no arrangement or understanding between Mr. Chauhan and any other persons pursuant to which Mr. Chauhan was appointed as Executive\nVice President and Chief Financial Officer of the Company. There are no family relationships between Mr. Chauhan and any director, executive\nofficer, or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item\n401(d) of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”), and he has no direct or indirect\nmaterial interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions\ncurrently proposed.\n\n \n\nOn June 12, 2026, the Company\nand Mr. Chauhan entered into an employment agreement (the “Agreement”), effective July 6, 2026. The Agreement will continue\nuntil terminated by the Company or Mr. Chauhan in accordance with its termination provisions.\n\n \n\nUnder the terms of the Agreement,\nMr. Chauhan will serve as the Company’s Executive Vice President and Chief Financial Officer of the Company. Mr. Chauhan will receive\nan annual base salary of $460,000, subject to annual discretionary increases as determined by the Company’s Compensation Committee\nof the Board of Directors of the Company (the “Compensation Committee”). Additionally, Mr. Chauhan is eligible to receive\nannual cash bonuses, with a target bonus opportunity of not less than 75% of Mr. Chauhan’s base salary for the applicable calendar\nyear, and subject to achievement of performance metrics established by the Compensation Committee. Mr. Chauhan is also eligible for equity-based\nand/or non-equity based awards and incentives as determined by the Compensation Committee. The Agreement also provides for indemnification,\nother benefits including an annual health assessment, long-term disability and life insurance, and contains restrictive covenants, including\nconfidentiality, and non-interference restrictions.\n\n \n\n \n\n \n\n \n\nIn the event Mr. Chauhan’s\nemployment is terminated by the Company, other than for Cause (as defined in the Agreement), death or disability, or if he resigns for\nGood Reason (as defined in the Agreement), Mr. Chauhan will be entitled to receive: (i) severance equal to 100% of the sum of (A) his\nbase salary in effect immediately prior to his termination and (B) the greater of his most recently declared bonus or the average of his\nthree most recently declared bonuses, payable over 12 months; (ii) continued medical and dental benefits until the earlier of the end\nof the maximum applicable COBRA coverage period or for the 12 months following termination (or cash payments in lieu thereof following\nexpiration of COBRA coverage); and (iii) continued life and long-term disability insurance for 12 months following the termination. Receipt\nof these benefits is subject to Mr. Chauhan’s execution of a separation agreement and release of claims and compliance with post-termination\nrestrictive covenants.\n\n \n\nIn the event Mr. Chauhan’s\nemployment is terminated by the Company coincident with a Change of Control (as defined in the Agreement), Mr. Chauhan will be entitled\nto receive a separation payment consisting of: (i) a lump-sum payment, payable within 30 days following his termination, equal to 200%\nof the sum of his base salary as in effect immediately prior to his termination and the greater of his most recently declared bonus or\nthe average of his three most recently declared bonuses; (ii) continued medical and dental benefits for up to 24 months following termination\n(or, if shorter, through the end of the applicable COBRA coverage period, with cash payments in lieu of coverage thereafter); (iii) continued\nlife and long-term disability insurance for 24 months following termination; and (iv) accelerated vesting of outstanding unvested equity\nand other incentive awards.\n\n \n\nAll payments and benefits\nare intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code (“Section 409A”).\n\n \n\nIn\nconnection with his employment, Mr. Chauhan will receive an initial grant of restricted stock units (“RSUs”) valued at $1.3\nmillion, with 50% of such grant consisting of performance-based RSUs. Mr. Chauhan and the Company have also entered into a customary\nindemnification agreement, a form of which has been previously filed as Exhibit 10.1 to our Current Report on Form 8-K with the Securities\nand Exchange Commission on February 23, 2022.\n\n \n\nThe description of the Agreement\nis qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached to this Current Report on Form\n8-K as Exhibit 10.1 and incorporated herein by reference."}