Committee Charter

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Innodata Isogen, Inc. Board of Directors Compensation Committee Charter

I Mission Statement

The Compensation Committee shall review and provide oversight with regard to the Company’s compensation policies and programs as relates to the Company’s directors, officers, and key executives in order to retain and attract directors, officers, and key executives who are needed for ensuring the competitiveness and long-term interests and success of the Company’s business.

II Primary Responsibilities

The primary responsibilities of the Compensation Committee shall be to (a) discharge the responsibilities of the Board of Directors (the "Board") relating to compensation of the Company’s directors and executive officers; and (b) produce an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations of the SEC and NASDAQ.

For purposes of this Compensation Committee Charter (the "Charter"), compensation shall be defined to include, as applicable: annual base salary; annual incentive opportunity; long-term incentive opportunity; stock option plans; deferred compensation plans; the terms of employment agreements, severance arrangements, and change in control agreements, in each case as, when and if appropriate; any special or supplemental benefits; and any other payments that are deemed compensation under applicable SEC rules.

III Organization of Compensation Committee

The Compensation Committee shall be a three person committee of which a quorum shall be two, and shall be permitted to take all actions in the event of a vacancy. Each member of the Compensation Committee shall satisfy the applicable independence requirements of NASDAQ and any other regulatory requirements.

The members of the Compensation Committee shall be appointed by the Board. The Board shall look to appoint a committee comprised of directors with diverse and relevant experience in matters relating to executive compensation. The Board shall also appoint one member of the Compensation Committee to serve as the Compensation Committee Chair (the "Chair").

The members of the Compensation Committee may be removed by a majority of the Board.