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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 Commission file number 1-35069
 MEDQUIST HOLDINGS INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    98-0676666(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 9009 Carothers Parkway, Suite C-2, Franklin, TN 37067  (Address of principal executive offices)
 Registrants telephone number, including area code:
(615) 261-1500
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.10 par value per share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o   
    Accelerated filer o
    Non-accelerated filer þ
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Documents incorporated by reference




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Explanatory Note
  U.S. Initial Public Offering
   Private Exchange
  Public Exchange
  -2-




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. KPMG to UPDATEPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART III
 
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 Identification of Our Directors and Executive Officers
  Robert M. Aquilina: Executive Chairman
  V. Raman Kumar: Vice Chairman and Director
  -3-




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Frank Baker: Director
  Peter Berger: Director
  Merle L. Gilmore: Director
  -4-




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Jeffrey Hendren: Director
  Kenneth John McLachlan: Director
  James Patrick Nolan: Director
  -5-




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Peter L. Masanotti: President and Chief Executive Officer
  Anthony James : Chief Financial Officer and Co-Chief Operating Officer of
MedQuist Inc.
  Michael F. Clark : Co-Chief Operating Officer of MedQuist Inc.
  -6-




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Director Qualifications
  Mr. Aquilina
 Mr. Kumar
 Mr. Baker
 Mr. Berger
 Mr. Gilmore
 Mr. Hendren
 Mr. McLachlan
 Mr. Nolan
 -7-




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Governance of the Company
  Independence of Directors
  Committees of our Board of Directors
  Audit Committee
  
    
    review and assess the adequacy of the Audit Committee charter at least annually;
 
    
    evaluate, determine the selection of, and if necessary, the replacement/rotation of,
our independent registered public accounting firm;
 
    
    ensure timely rotation of lead and concurring audit partner of our independent
registered public accounting firm;
 
    
    review our annual audited consolidated financial statements as well as our quarterly
consolidated financial statements which are not audited;
 
    
    review whether interim accounting policies and significant events or changes in
accounting estimates were considered by our independent registered public accounting
firm to have affected the quality of our financial reporting;
 
    
    discuss with the independent registered public accounting firm certain matters
required to be discussed relating to the conduct of our audits;
 
    
    discuss with management and the independent registered public accounting firm
significant regulatory and financial reporting issues and judgments made in connection
with the preparation of our financial statements;
 
    
    review with management and our independent registered public accounting firm their
judgments about the quality of disclosures in our consolidated financial statements;
 -8-




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
    
    review and discuss the reports prepared by the internal auditor and managements
responses to such reports;
 
    
    obtain from our independent registered public accounting firm its recommendation
regarding our internal control over financial reporting and review and discuss with the
internal auditor and the independent registered public accounting firm managements
report on its assessment of the design and effectiveness of our internal control over
financial reporting;
 
    
    review our major financial risk exposures;
 
    
    pre-approve all audit and permitted non-audit services and related fees;
 
    
    establish, update periodically and monitor compliance with our code of business
conduct and ethics;
 
    
    establish and review policies for approving related party transactions between us
and our directors, officers or employees; and
 
    
    adopt procedures for receipt, retention and treatment of complaints received by us
regarding accounting, internal accounting controls or auditing matters.
  Compensation Committee
   -9-




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Nomination Committee
 www.medquist.com
    Code of Business Conduct and Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
  -10-




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ITEM 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
 Named Executive Officers
  
    
    Robert Aquilina, our Chairman and former Chief Executive Officer;
    
    V. Raman Kumar, our Vice Chairman and former Chief Executive Officer;
    
    Clyde Swoger, our former Chief Financial Officer;
    
    Michael Seedman, our former Chief Technology Officer; and
    
    Peter Masanotti, President and Chief Executive Officer of MedQuist Inc.
 Compensation Committee
  MedQuist Inc. Compensation Committee
  
    
    the corporate and individual goals and objectives relevant to the compensation
of MedQuist Inc.s executive officers;
    
    the evaluation of MedQuist Inc.s corporate performance and the performance of its
executive officers in light of such goals and objectives; and
    
    the compensation of MedQuist Inc.s executive officers based on such evaluations.
 Compensation Philosophy
   -11-




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
    
    attract, retain and motivate executives who can thrive in a competitive
environment of continuous change and who can achieve positive business results in
light of challenging circumstances;
    
    provide executives with a total compensation package that recognizes individual
contributions, as well as overall business results; and
    
    promote and reward the achievement of objectives that our board or the
MedQuist Inc. board, as applicable, and management believe will lead to
long-term growth in shareholder value.
  Role of Named Executive Officers in Setting Compensation
  Elements of Compensation
  
    
    base salary;
    
    annual cash incentives linked to corporate and individual performance;
    
    long-term incentives in the form of equity-based awards;
    
    severance and/or change in control benefits; and
    
    perquisites.
  Base salary
  -12-




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
    
    success in meeting our (or, in the case of Mr. Masanotti, MedQuist Inc.s)
strategic operational and financial goals;
    
    an assessment of such executive officers individual performance; and
    
    changes in scope of responsibilities of such executive officer.
   2011 BaseName
    
    Salary Rate ($)Robert Aquilina(1)
    
    $
    500,000V. Raman Kumar(2)
    
    $
    500,000Clyde Swoger(3)
    
    $
    300,000Michael Seedman(4)
    
    $
    120,000Peter Masanotti
    
    $
    500,000
 
 (1)
    
    Mr. Aquilina served as our Chief Executive Officer from October 2010 to
March 16, 2011.(2)
    
    Mr. Kumar served as our Chief Executive Officer from February 2007 to October 2010.(3)
    
    Mr. Swoger served as our Chief Financial Officer from August 2008 to March 16,
2011. He remained employed by us until April 1, 2011 to assist with the transition of
responsibilities to our current Chief Financial Officer, Mr. James.(4)
    
    Mr. Seedman served as our Chief Technology Officer from August 2008 to March 31,
2011. Annual Cash Compensation  Performance-Based Incentive Bonus Program
  -13-




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
    
    align the interests of executives and senior management with our strategic plan
and critical performance goals;
    
    motivate and reward achievement of specific, measurable annual individual and
corporate performance objectives;
    
    provide payouts commensurate with corporate performance;
    
    provide competitive total compensation opportunities; and
    
    enable us to attract, motivate and retain talented executive management.
  2010 Incentive Plans
  MaximumExecutive
    
    bonus for 2010Robert Aquilina(1)
    
    $
    750,000V. Raman Kumar(2)
    
    $
    750,000Clyde Swoger(3)
    
    $
    400,000Michael Seedman(4)
    
    $
    180,000Peter Masanotti
    
    $
    700,000
    (5)
 
 (1)
    
    Mr. Aquilina served as our Chief Executive Officer from October 2010 to March 16, 2011.(2)
    
    Mr. Kumar served as our Chief Executive Officer from February 2007 to October 2010.(3)
    
    Mr. Swoger served as our Chief Financial Officer from August 2008 to March 16, 2011. He
remained employed by us until April 1, 2011 to assist with the transition of responsibilities
to our current Chief Financial Officer, Mr. James.(4)
    
    Mr. Seedman served as our Chief Technology Officer from August 2008 to March 31, 2011.(5)
    
    Represents 140% of base salary. -14-




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Performance Measures
  Adjusted
    
    
    Net
    
    
    PersonalExecutive
    
    EBITDA
    
    
    revenues
    
    
    objectivesRobert Aquilina
    
    
    50
    %
    
    
    25
    %
    
    
    25
    %V. Raman Kumar
    
    
    50
    %
    
    
    10
    %
    
    
    40
    %Clyde Swoger
    
    
    50
    %
    
    
    10
    %
    
    
    40
    %Michael Seedman
    
    
    50
    %
    
    
    10
    %
    
    
    40
    %Peter Masanotti
    
    
    50
    %
    
    
    25
    %
    
    
    25
    %
 -15-




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-16-




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Executive
    
    Incentive PaymentRobert Aquilina
    
    $
    600,000V. Raman Raman
    
    $
    600,000Clyde Swoger
    
    $
    0Michael Seedman
    
    $
    58,000Peter Masanotti
    
    $
    550,000
 Equity-Based Incentive Plans
 Equity Incentive Awards
  -17-




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Options Granted to Named Executive Officers Under the 2007 Plan
  Stand-Alone Executive Option Award
  MedQuist Inc. Option Grant
  
    
    Increased the exercise price to $8.25;
    
    provides that the option vests as to one-third of the shares subject to the option
on the first anniversary of the grant date and one-sixth of the shares subject to the
option vest every
 -18-




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six months thereafter, such that the option will be fully vested
the third anniversary of the grant date; and
    
    provides that upon the occurrence of a change in control (as such term is
defined in the amended and restated option agreement) or termination of Mr.
Masanottis employment without cause or by him for good reason (each as defined
in Mr. Masanottis employment agreement), the options shall become immediately
exercisable, to the extent not already vested.
  Severance and Change in Control Benefits
    Benefits and Perquisites
  -19-




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Tax and Accounting Considerations
   Compensation Committee Report
   
 The preceding Report of the Compensation Committee shall not be deemed to be incorporated by
reference into any filing made by us under the Securities Act or the Exchange Act, notwithstanding
any general statement contained in any such filing incorporating this report by reference, except
to the extent we incorporate such report by specific reference.
 -20-




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Summary Compensation Table 2010
  Non-EquityOptions
    
    Incentive Plan
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus(1)
    
    Awards (2)
    
    Compensation (3)
    
    Compensation
    
    TotalRobert Aquilina,
    
    
    2010
    
    
    $
    500,000
    
    
    $
    37,500
    
    
    
    
    
    
    $
    562,500
    
    
    
    
    
    
    $
    500,000Chairman and
Chief Executive Officer(4)
    
    
    2009
    
    
    $
    500,000
    
    
    $
    175,579
    
    
    
    
    
    
    $
    409,684
    
    
    
    
    
    
    $
    1,085,263V. Raman Kumar,
    
    
    2010
    
    
    $
    500,000
    
    
    $
    150,000
    
    
    
    
    
    
    $
    450,000
    
    
    
    
    
    
    $
    500,000Chief Executive Officer, Vice
Chairman and
Director of MedQuist Holdings Inc.
and Chief Executive Officer of CBay
India(5)
    
    
    2009
    
    
    $
    500,000
    
    
    $
    382,500
    
    
    
    
    
    
    $
    0
    
    
    
    
    
    
    $
    882,500Clyde Swoger,
    
    
    2010
    
    
    $
    300,000
    
    
 $
    0
    
    
    
    
    
    
 $
    0
    
    
    
    
    
    
    $
    300,000Chief Financial Officer(6)
    
    
    2009
    
    
    $
    300,000
    
    
    $
    
    
    
    
    
    
    
    $
    218,500
    
    
    
    
    
    
    $
    518,500Michael Seedman,
    
    
    2010
    
    
    $
    120,000
    
    
  $
    0
    
    
    
    
    
    
    $
    58,000
    
    
    
    
    
    
    $
    120,000Chief Technology Officer(7)
    
    
    2009
    
    
    $
    120,000
    
    
    $
    42,139
    
    
    
    
    
    
    $
    98,324
    
    
    
    
    
    
    $
    260,463Peter Masanotti,
    
    
    2010
    
    
    $
    500,000
    
    
    $
    25,000
    
    
    
    
    
    
    $
    525,000
    
    
    
    
    
    
    $
    500,000President and Chief Executive Officer
of MedQuist Inc.
    
    
    2009
    
    
    $
    500,000
    
    
    $
    192,115
    
    
    
    
    
    
    $
    507,885
    
    
    
    
    
    
    $
    1,200,000
 
 (1)
    
    The amounts in this column represent payments made pursuant to the discretionary element
of the 2009 Plans and 2010 Plans.(2)
    
    As discussed under the heading Equity-Based Incentive
Plans  MedQuist Inc. Option Grant above,
on September 30, 2008, MedQuist Inc. made a stock option grant to Mr. Masanotti to purchase
up to 295,749 shares of MedQuist Inc. common stock, which agreement was subsequently amended
on March 2, 2009. The amendment increasing the exercise price of the stock option grant from
$4.85 to $8.25 per share did not result in any incremental fair value over the amount
calculated for the 2008 fiscal year. In accordance with the terms of the option agreement,
the option was further adjusted in December 2010 to decrease the exercise price to $2.22 per
share to account for the payment of extraordinary cash dividends to the stockholders of MedQuist
Inc. The adjustment did not result in any incremental fair value over the amount calculated
for the 2008 fiscal year.(3)
    
    The amounts in this column represent payments made pursuant to the corporate
performance-based element of the 2009 Plans and 2010 Plans.(4)
    
    Mr. Aquilina served as our Chief Executive Officer from October 2010 to March 16, 2011. -21-




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(5)
    
    Mr. Kumar served as our Chief Executive Officer from February 2007 to October 2010.(6)
    
    Mr. Swoger served as our Chief Financial Officer from August 2008 to March 16, 2011. He
remained employed by us until April 1, 2011 to assist with the transition of responsibilities
to our current Chief Financial Officer, Mr. James.(7)
    
    Mr. Seedman served as our Chief Technology Officer from August 2008 to March 31, 2011. Grants of Plan-Based Awards
  Estimated possible payouts under non-equity incentive plan awards (1)Threshold
    
    Target
    
    MaximumName
    
    ($)
    
    ($)
    
    ($)Robert Aquilina(2)
    
    $
    421,875
    
    
    $
    562,500
    
    
    $
    750,000V. Raman Kumar(3)
    
    $
    393,750
    
    
    $
    450,000
    
    
    $
    750,000Clyde Swoger(4)
    
    $
    210,000
    
    
    $
    240,000
    
    
    $
    400,000Michael Seedman(5)
    
    $
    94,500
    
    
    $
    108,000
    
    
    $
    180,000Peter Masanotti
    
    $
    393,750
    
    
    $
    525,000
    
    
    $
    700,000
 
 (1)
    
    Represents the performance-based element of the awards granted under the 2010 Plans. The
material terms of these annual cash incentive awards are discussed above (see Compensation
discussion and analysis  Annual cash compensation-performance based incentive bonus
program).(2)
    
    Mr. Aquilina served as our Chief Executive Officer from October 2010 to March 16, 2011.(3)
    
    Mr. Kumar served as our Chief Executive Officer from February 2007 to October 2010.(4)
    
    Mr. Swoger served as our Chief Financial Officer from August 2008 to March 16, 2011. He
remained employed by us until April 1, 2011 to assist with the transition of
responsibilities to our current Chief Financial Officer, Mr. James.(5)
    
    Mr. Seedman served as our Chief Technology Officer from August 2008 to March 31, 2011. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
  Outstanding Equity Awards at Fiscal Year-End
  -22-




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Number of securitiesunderlying unexercised options (#)
    
    Option
    
    OptionName
    
    Exercisable
    
    Unexercisable
    
    exercise price
    
    expiration dateMedQuist Holdings Inc.(1)Robert Aquilina(2)
    
    
    322,660
    
    
    
    161,451
    
    
    $
    5.01
    (7)
    
    August 6, 2018V. Raman Kumar(3)
    
    
    826,490
    
    
    
    413,559
    
    
    $
    5      .01
    (7)
    
    August 6, 201856,373
    (6)
    
    
    
    
    
    $
    7      .88
    
    
    June 12, 2017Clyde Swoger(4)
    
    
    115,230
    
    
    
    57,659
    
    
    $
    5      .01
    (7)
    
    August 6, 2018Michael Seedman(5)
    
    
    161,323
    
    
    
    80,721
    
    
    $
    5      .01
    (7)
    
    August 6, 2018MedQuist Inc. (8)Peter Masanotti
    
    
    197,166
    
    
    
    98,583
    
    
    $
    2      .22
    
    
    September 30, 2018
 
 (1)
    
    All options over shares of our common stock granted to each of our NEOs except Mr.
Masanotti (with the exception of outstanding vested options over 57,630 of our shares of
common stock issued to Mr. Kumar as a stand-alone grant) were issued under the 2007 Plan on
August 6, 2008. One-third of these options vested on August 6, 2009, with the remaining
options vesting in one-sixth increments every six months thereafter. All outstanding
unvested options will accelerate in full upon a change in control; the options will also
accelerate following a termination of employment by us without cause or by the executive
for good reason (see  Equity-based incentive plans  Equity incentive awards 
Options granted to named executive officers under the 2007 Plan, above).(2)
    
    Mr. Aquilina served as our Chief Executive Officer from October 2010 to March 16,
2011.(3)
    
    Mr. Kumar served as our Chief Executive Officer from February 2007 to October 2010.(4)
    
    Mr. Swoger served as our Chief Financial Officer from August 2008 to March 16,
2011. He remained employed by us until April 1, 2011 to assist with the transition of
responsibilities to our current Chief Financial Officer, Mr. James.(5)
    
    Mr. Seedman served as our Chief Technology Officer from August 2008 to March 31,
2011.(6)
    
    Represents options granted outside of the 2007 Plan which vested on June 18, 2007.(7)
    
    The option exercise price has been converted to U.S. dollars based on the exchange
rate in effect on January 27, 2011, the last day on which our common stock was traded on AIM
and we redomiciled in Delaware.  Option Exercises and Stock Vested During Last Fiscal Year
  Pension Benefits and Non-Qualified Deferred Compensation
  Potential Payments Upon Termination or Change-In-Control
 Executive Employment Agreements
 Robert Aquilina
   -23-




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V. Raman Kumar
     -24-




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Peter Masanotti
     -25-




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Potential Payments Upon Termination or Change-in-Control
   TerminationTermination
    
    
    without causeon death or
    
    
    or for
    
    
    Change inNamed executive officer
    
    Compensation
    
    disability
    
    
    good reason
    
    
    controlRobert Aquilina(1)
    
    Salary Continuation
    
    
    
    
    
    $
    500,000
    
    
    
    Pro-Rata Bonus(5)
    
    $
    750,000
    
    
    $
    750,000
    
    
    
    Option Acceleration(6)
    
    
    
    
    
    $
    760,440
    
    
    $
    760,440Total
    
    $
    750,000
    
    
    $
    2,010,440
    
    
    $
    760,440V. Raman Kumar(2)
    
    Salary Continuation
    
    
    
    
    
    $
    500,000
    
    
    
    Pro-Rata Bonus(5)
    
    $
    750,000
    
    
    $
    750,000
    
    
    
    Option Acceleration(6)
    
    
    
    
    
    $
    1,947,861
    
    
    $
    1,947,861Total
    
    $
    750,000
    
    
    $
    3,197,861
    
    
    $
    1,947,861Clyde Swoger(3)
    
    Salary Continuation
    
    
    
    
    
    $
    300,000
    
    
    
    Pro-Rata Bonus(5)
    
    $
    400,000
    
    
    $
    400,000
    
    
    
    Option Acceleration(6)
    
    
    
    
    
    $
    271,596
    
    
    $
    271,576Total
    
    $
    400,000
    
    
    $
    971,576
    
    
    $
    271,576Michael Seedman(4)
    
    Salary Continuation
    
    
    
    
    
    $
    120,000
    
    
    
    Pro-Rata Bonus(5)
    
    $
    180,000
    
    
    $
    180,000
    
    
    
    Option Acceleration(6)
    
    
    
    
    
    $
    381,054
    
    
    $
    381,054Total
    
    $
    180,000
    
    
    $
    681,054
    
    
    $
    381,054Peter Masanotti
    
    Salary Continuation
    
    
    
    
    
    $
    500,000
    
    
    
    Pro-Rata Bonus(5)
    
    $
    700,000
    
    
    $
    700,000
    
    
    
    Option Acceleration(7)
    
    
    
    
    
    $
    633,889
    
    
    $
    633,889Total
    
    $
    700,000
    
    
    $
    1,833,889
    
    
    $
    633,889
 
 (1)
    
    Mr. Aquilina served as our Chief Executive Officer from October 2010 to March 16, 2011.(2)
    
    Mr. Kumar served as our Chief Executive Officer from February 2007 to October 2010.(3)
    
    Mr. Swoger served as our Chief Financial Officer from August 2008 to March 16, 2011. He
remained employed by us until April 1, 2011 to assist with the transition of responsibilities
to our current Chief Financial Officer, Mr. James.(4)
    
    Mr. Seedman served as our Chief Technology Officer from August 2008 to March 31, 2011.(5)
    
    Because the 2010 bonus amounts are not known at this time, the maximum bonus amount was
used for illustrative purposes.(6)
    
    Value represents the gain the NEO would receive in the event all unvested options were
accelerated on December 31, 2010, calculated as the positive difference, or
spread, between our share price on December 31, 2010 of £6.21 per share and the exercise
price of the option, converted into U.S. dollars using an exchange rate of
$1.54/£1, which is the Federal Reserve noon buying rate in effect on December 30, 2010.(7)
    
    Value represents the gain Mr. Masanotti would receive in the event all unvested options
were accelerated on December 31, 2010, calculated as the positive difference
between the share price for MedQuist Inc. common stock on December 31, 2010 of $8.65 per
share and the adjusted exercise price of $2.22 per share. Severance Payments Upon Termination of Employment
  -26-




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
    
    his employment is terminated by us or MedQuist Inc., as the case may be, without
cause (as defined below), or
    
    he resigns for good reason (as defined below).
     (1)
    
    Cause means the occurrence of any of the following: (a) executives failure
to substantially perform his duties (other than as a result of total or partial
incapacity due to physical or mental illness) (b) willful dishonesty in the
performance of executives duties, (c) executives conviction of, or plea of nolo
contendere to a crime constituting (x) a felony under the laws of the United States or
any state thereof or (y) a misdemeanor involving moral turpitude, (d) executives
willful malfeasance or willful misconduct in connection with his duties or any
intentional (willfull for Mr. Masanotti) act or omission which is demonstrably
injurious to our financial condition or business reputation or that of our
subsidiaries or affiliates, or (e) executives breach of the employment agreement
provisions relating to non-competition, non-interference, non-solicitation,
confidentiality and our intellectual property.(2)
    
    For each of our NEOs except Mr. Masanotti, good reason means (a) breach by
us of any material term of employment agreement, (b) any material diminution in
executives authority or responsibilities, or (c) relocation of the executives
primary place of employment to a location more than 30 miles from the location
specified in his employment agreement; provided that any of the foregoing events
shall constitute good reason only if we fail to cure such event within 30 days after
receipt from the executive of written notice of the event which constitutes good
reason; provided, further, that good reason shall cease to exist for an event on
the 60th day following the later of its occurrence or the executives knowledge
thereof, unless he has given us written notice thereof prior to such date.(3)
    
    As used in Mr. Masanottis employment agreement with MedQuist Inc., the term
good reason means (a) the failure to pay or cause to be paid his base salary or
annual bonus when due, (b) any reduction in his base salary or annual bonus
opportunity set forth in the employment agreement, (c) any substantial and sustained
diminution in his authority, title, reporting relationship or responsibilities from
those described in the employment agreement, or (d) MedQuist Inc.s material breach
of the employment agreement; provided that any of the foregoing events shall
constitute good reason only if MedQuist Inc. fails to cure such event within 30 days
after receipt from Mr. Masanotti of written notice of the
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event which constitutes good reason; provided, further, that good reason shall
cease to exist for an event on the 60th day following the later of its occurrence or
Mr. Masanottis knowledge thereof, unless he has given us written notice thereof
prior to such date. Further, good reason will not be deemed to have occurred by
reason of Mr. Masanottis reassignment to serve as the President or in another
capacity as the most senior executive of a division if MedQuist Inc. materially
expands its business.
  Change-in-Control Benefits
   Equity Incentive Plans
 2007 Equity Incentive Plan
  Awards Available for Grant
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Stock Options
  Change-in-Control
  Termination of Employment or Service
  Adjustments
  Amendments
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MedQuist Inc. 2002 Stock Option Plan
  Eligibility and administration
  Amendment and Termination
  Number of Shares and Adjustment
  Exercise Price and Terms
  Termination of Service; Death; Non-Transferability
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Separation Arrangements with Former Executive Officers
 Michael Seedman
   Clyde Swoger
   Policies and Practices Related to Risk Management
  Compensation Committee Interlocks and Insider Participation
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Compensation of Directors
   Fees Earned orName
    
    Paid in Cash
    
    Total ($)Charles Siegfried Habermacher (former director)
    
    $
    50,000
    
    
    $
    50,000Atim Kabra (former director)
    
    $
    50,000
    
    
    $
    50,000Kenneth John McLachlan
    
    $
    60,000
    
    
    $
    60,000Merle Gilmore
    
    $
    50,000
    
    
    $
    50,000James Patrick Nolan
    
    $
    50,000
    
    
    $
    50,000
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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 Stock Ownership of our Directors, Executive Officers, and 5% Beneficial Owners
  
    
    Each person we know to be the beneficial owner of at least five percent of our
common stock;
    
    Each current director;
    
    Each person named in our Summary Compensation Table; and
    
    All current directors and executive officers as a group.
  Number of Shares ofCommon Stock
    
    
    Percent of SharesName of Beneficial Owner
    
    Beneficially Owned
    
    
    OutstandingS.A.C. PEI CB Investment, L.P.
and affiliates (1)
    
    
    17,557,802
    
    
    
    35.7
    %Lehman Brothers Commercial Corporation
    
    
    2,897,859
    
    
    
    5.9
    %Asia Limited (in Liquidation) (2)Costa Brava Partnership III, L.P. (3)
    
    
    2,832,716
    
    
    
    5.8
    %Directors, Named Executive Officers and Former Named
Executive OfficersRobert Aquilina (4)
    
    
    403,425
    
    
    
    *V. Raman Kumar (5)
    
    
    1,500,556
    
    
    
    3.1
    %Michael Seedman (6)
    
    
    242,044
    
    
    
    *Clyde Swoger (7)
    
    
    172,889
    
    
    
    *Peter Masanotti
    
    
    
    
    
    
    Anthony James
    
    
    
    
    
    
    Michael Clark
    
    
    
    
    
    
    
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Number of Shares ofCommon Stock
    
    
    Percent of SharesName of Beneficial Owner
    
    Beneficially Owned
    
    
    OutstandingFrank Baker
    
    
    
    
    
    
    Peter Berger
    
    
    
    
    
    
    Merle Gilmore
    
    
    
    
    
    
    Jeffrey Hendren
    
    
    
    
    
    
    Kenneth John McLachlan
    
    
    
    
    
    
    James Patrick Nolan
    
    
    
    
    
    
    All current directors and executive officers as a group
(11 persons)
    
    
    2,318,914
    
    
    
    4.7
    %
 
 *
    
    Less than one percent.(1)
    
    Include 15,768,938 shares directly beneficially owned by S.A.C. PEI CB Investment, L.P.,
a Cayman Islands limited partnership, or SAC CBI, 1,484,689 shares directly beneficially
owned by S.A.C. PEI CB Investment II, LLC, a Delaware limited liability company, or SAC
CBI II, and 304,175 shares directly beneficially owned by International Equities (S.A.C.
Asia) Limited, a Mauritius company, or SAC Asia. The general partner of SAC CBI is S.A.C.
PEI CB Investment GP, Limited, a Cayman Islands company, or SAC CBI GP; S.A.C. Private
Equity Investors, L.P., a Cayman Islands limited partnership, or SAC PEI, is the sole
shareholder of SAC CBI GP; S.A.C. Private Equity GP, L.P., a Cayman Islands limited
partnership, or SAC PEI GP, is the general partner of SAC PEI; S.A.C. Capital Management,
LLC, a Delaware limited liability company, or SAC Management LLC, is the general partner
of SAC PEI GP; and Mr. Steven A. Cohen controls SAC Management LLC. The manager of SAC CBI
II is SAC PCG, a Delaware limited liability company; S.A.C. Capital Advisors, L.P., a
Delaware limited partnership, or SAC Advisors LP, manages SAC PCG; S.A.C. Capital Advisors
Inc., a Delaware corporation, or SAC Advisors Inc., is the general partner of SAC Advisors
LP; and Mr. Cohen controls SAC Advisors Inc. Pursuant to investment management agreements,
SAC Advisors LP and S.A.C. Capital Advisors, LLC, a Delaware limited liability company, or
SAC Advisors LLC, maintain voting and dispositive power with respect to securities held by
SAC Asia; and Mr. Cohen controls SAC Advisors LLC. SAC CBI GP, SAC PEI, SAC PEI GP, SAC
Management LLC, SAC PCG, SAC Advisors LP, SAC Advisors Inc., SAC Advisors LLC and Mr.
Cohen expressly disclaim beneficial ownership of securities directly beneficially owned by
any person or entity other than, to the extent of any pecuniary interest therein, the
various accounts under their respective management and control.The address of SAC CBI is c/o Walkers Corporate Services Limited, Walker House, 87 Mary
Street, George Town, Grand Cayman KY1-9002, Cayman Islands. The address of SAC CBI II is 72
Cummings Point Road, Stamford, Connecticut 06902. The address of SAC Asia is c/o Citco (
Mauritius) Ltd., 4th Floor, Tower A, One CyberCity, Ebene, Mauritius.(2)
    
    The address of Lehman Brothers Commercial Corporation Asia Limited (In Liquidation) is
c/o KPMG, 8th Floor, Princes Building, 10 Chater Road, Central, Hong Kong. Messrs. Paul
Brough, Edward Middleton and Patrick Cowley in their capacity as joint and several
liquidators of LBCCA acting as agents without personal liability, have voting and
dispositive power over the shares held by LBCCA pursuant to section 199 of the Companies
Ordinance (Ch. 32 of the laws of Hong Kong).(3)
    
    The address of Costa Brava Partnership III, L.P. is 222 Berkeley Street, Boston,
Massachusetts 02116.(4)
    
    Mr. Aquilina is our Chairman and served as our Chief Executive Officer from
October 2010 to March 16, 2011. Of the shares shown as beneficially owned, all represent
shares issuable pursuant to options that are currently vested and exercisable.(5)
    
    Mr. Kumar is our Vice Chairman and a director, and he served as our Chief Executive
Officer from February 2007 to October 2010. These shares include 506,970 shares over
which Mr. Kumar has sole voting and investment power, 110,516 shares over which Mr. Kumar
has shared voting and -34-




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investment power and 883,070 shares issuable pursuant to options that are currently vested
and exercisable.(6)
    
    Mr. Seedman served on our board and as our Chief Technology Officer from August 2008 to
March 31, 2011. Of the shares shown as beneficially owned, all represent shares issuable
pursuant to options that are currently vested and exercisable.(7)
    
    Mr. Swoger served as our Chief Financial Officer from August 2008 to March 16, 2011. Of
the shares shown as beneficially owned, all represent shares issuable pursuant to options
that are currently vested and exercisable. 
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ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 Related Party Transaction Policy
    Agreements with SAC PCG and Affiliates and Related
Transactions
 Consulting Services Agreement
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Transaction Fees
    Voting Agreement
  Registration Rights Agreement
  Stockholders Agreements
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Redemption Agreement
  Independence of Directors
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  -38-




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Fees Paid to the Principal Accountant  2010 and 2009
  Fees
    
    2010
    
    
    2009Audit Fees (1)
    
    $
    3,178
    
    
    $
    1,816Audit-Related Fees(2)
    
    
    
    
    
    
    316Tax Fees (3)
    
    
    348
    
    
    
    285All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    3,526
    
    
    $
    2,417
 
 (1)
    
    Audit Fees  represents aggregate fees paid or accrued for the audit of our annual
financial statements and review of our interim financial statements, the issuance of comfort
letters in connection with our initial public offering and the issuance of consents in
connection with registration statements we filed with the SEC and fees for services that are
normally provided by our independent registered public accounting firm in connection with
statutory and regulatory filings.(2)
    
    Tax Fees  represents fees for all professional services rendered by our independent
registered public accounting firms tax professionals, except those related to the audit of
our financial statements, including tax compliance, tax advice and tax planning.(3)
    
    Audit Related Fees  represents fees for professional
services rendered in connection with KPMGs assistance to us for
the due diligence associated with our 2010 acquisition of Spheris. 
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PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) Documents filed as part of this report:
 Exhibits.
 (b) Exhibits:
 3.1(1)
    
    Certificate of Incorporation3.2(1)
    
    By-Laws4.1
    
    Warrant Agreement, dated March 19, 2001, between MedQuist Holdings Inc. and Oosterveld
International BV (Incorporated by reference to Exhibit 4.5 of Amendment No. 1 to the Registration
Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))4.2
    
    Senior Subordinated Note Purchase Agreement, dated as of September 30, 2010, among CBay Inc.,
MedQuist Inc. and MedQuist Transcriptions Ltd., CBaySystems Holdings Limited, BlackRock Kelso
Capital Corporation, PennantPark Investment Corporation, Citibank, N.A. and THL Credit Inc.
(Incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Registration Statement on
Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))4.3
    
    Form of 13% Senior Subordinated Note due 2016 (included as part of Exhibit 4.3 and incorporated
herein by reference)4.4
    
    Guaranty Agreement, dated as of September 30, 2010, among CBaySystems Holdings Limited, MedQuist
IP LLC, MedQuist CM LLC, MedQuist Delaware, Inc. and Each Other Guarantor From Time to Time Party
Hereto, BlackRock Kelso Capital Corporation, PennantPark Investment Corporation, Citibank, N.A.
and THL Credit Inc. (Incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))4.5
    
    Exchange Agreement, dated as of September 30, 2010, by and between CBaySystems Holdings Limited
and the Investors signatories thereto (Incorporated by reference to Exhibit 4.4 of Amendment No.
2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))4.6
    
    Amendment No. 1 to the Exchange Agreement, dated as of December 30, 2010, by and between
CBaySystems Holdings Limited and the Investors signatories thereto (Incorporated by reference to
Exhibit 4.4.1 of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings
Inc. (File No. 333-169997))9.1
    
    Voting Agreement, dated September 30, 2010, by and between CBaySystems Holdings Limited, S.A.C.
PEI CB Investment, L.P., S.A.C. PEI CB Investment II, LLC and International Equities (S.A.C.
Asia) Limited (Incorporated by reference to Exhibit 9.1 of Amendment No. 1 to the Registration
Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.1
    
    Stock and Asset Purchase Agreement, dated April 15, 2010, between Spheris Holding II, Inc.,
Spheris Inc., Spheris Operations LLC, Vianeta Communications, Spheris Leasing LLC, Spheris Canada
Inc., CBay Inc. and MedQuist Inc. (Incorporated by reference to Exhibit 10.1 of Amendment No. 1
to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.2
    
    Credit Agreement, dated as of October 1, 2010, among CBay Inc., MedQuist Inc. and MedQuist
Transcriptions, Limited, as Borrowers, CBaySystems Holdings Limited, as Holdings, the Lenders and
L/C Issuers party thereto, General Electric Capital Corporation, as Administrative Agent and
Collateral Agent, SunTrust Bank, as Syndication Agent, and ING Capital LLC and Regions Bank, as
Co-Documentation Agents (Incorporated by reference to Exhibit 10.2 of Amendment No. 1 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))
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##### Table of Contents



10.3
    
    Guaranty and Security Agreement, dated as of October 14, 2010, among CBay Inc., MedQuist Inc.,
MedQuist Transcriptions, Limited, General Electric Capital Corporation, as Administrative Agent
and Collateral Agent, and Each Other Guarantor party thereto (Incorporated by reference to
Exhibit 10.3 of Amendment No. 1 to the Registration Statement on Form S-1 of MedQuist Holdings
Inc. (File No. 333-169997))10.4
    
    Subordination and Intercreditor Agreement, dated October 1, 2010, among BlackRock Kelso Capital
Corporation, PennantPark Investment Corporation, Citibank, N.A. and THL Credit, Inc., CBay Inc.,
MedQuist Inc., MedQuist Transcriptions Ltd. and General Electric Corporation (Incorporated by
reference to Exhibit 10.5 of Amendment No. 1 to the Registration Statement on Form S-1 of
MedQuist Holdings Inc. (File No. 333-169997))
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10.5
    
    Agreement, dated August 19, 2008, between CBaySystems Holdings Limited, S.A.C. PEI CB Investment
II, LLC and Lehman Brothers Commercial Corporation Asia Limited (Incorporated by reference to
Exhibit 10.6 of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings
Inc. (File No. 333-169997))10.6(1)
    
    Registration Rights Agreement, dated as of February 4, 2011, among MedQuist Holdings, Inc.,
S.A.C. PEI CB Investment, L.P., S.A.C. PEI CB Investment II, LLC and International Equities
(S.A.C. Asia) Limited10.7(1)
    
    Stockholders Agreement, dated as of February 11, 2011, among MedQuist Holdings Inc., S.A.C. PEI
CB Investment, L.P., S.A.C. PEI CB Investment II, LLC, International Equities (S.A.C. Asia)
Limited and the other signatories party thereto10.8(1)
    
    Stockholders Agreement, dated as of February 4, 2011, among MedQuist Holdings Inc., S.A.C. PEI CB
Investment, L.P., S.A.C. PEI CB Investment II, LLC and International Equities (S.A.C. Asia)
Limited10.9
    
    Form of Amended and Restated Management Stockholders Agreement (Incorporated by reference to
Exhibit 10.10 of Amendment No. 5 to the Registration Statement on Form S-1 of MedQuist Holdings
Inc. (File No. 333-169997))10.10
    
    MedQuist Inc. 2002 Stock Option Plan (Incorporated by reference to Exhibit 10.15 of Amendment No.
2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.11
    
    Form of Stock Option Agreement under the MedQuist Inc. 2002 Stock Option Plan (Incorporated by
reference to Exhibit 10.16 of Amendment No. 2 to the Registration Statement on Form S-1 of
MedQuist Holdings Inc. (File No. 333-169997))10.12
    
    MedQuist Inc. Long-Term Incentive Plan adopted on August 27, 2009 (Incorporated by reference to
Exhibit 10.17 of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings
Inc. (File No. 333-169997))10.13
    
    MedQuist Inc. Executive Deferred Compensation Plan, Amended and restated, Effective November 15,
2001 (Incorporated by reference to Exhibit 10.18 of Amendment No. 2 to the Registration Statement
on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.14
    
    MedQuist Transcriptions, Ltd. 2010 Management Incentive Plan (Incorporated by reference to
Exhibit 10.19 of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings
Inc. (File No. 333-169997))10.15
    
    CBaySystems Holdings Limited 2007 Equity Incentive Plan (Incorporated by reference to Exhibit
10.11 of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc.
(File No. 333-169997))10.16
    
    Form of Share Option Agreement in connection with the 2007 Equity Incentive Plan (Incorporated by
reference to Exhibit 10.12 of Amendment No. 2 to the Registration Statement on Form S-1 of
MedQuist Holdings Inc. (File No. 333-169997))10.17
    
    MedQuist Holdings Inc. 2010 Senior Executive Bonus Plan (Incorporated by reference to Exhibit
10.19.1 of Amendment No. 5 to the Registration Statement on Form S-1 of MedQuist Holdings Inc.
(File No. 333-169997))10.18
    
    MedQuist Holdings Inc. 2010 Equity Incentive Plan (Incorporated by reference to Exhibit 10.13 of
Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No.
333-169997))10.19
    
    MedQuist Holdings Inc. 2010 Employee Stock Purchase Plan (Incorporated by reference to Exhibit
10.14 of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc.
(File No. 333-169997))10.20
    
    Amended and Restated Stock Option Agreement by and between Peter Masanotti and MedQuist Inc.,
dated March 2, 2009 (Incorporated by reference to Exhibit 10.20 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.21
    
    Amended and Restated employment agreement by and between CBaySystems Holdings Limited, CBay Inc.,
CBay Systems (India) Pvt. Ltd. and V. Raman Kumar, dated as of December 6, 2010 (Incorporated by
reference to Exhibit 10.21 of Amendment No. 5 to the Registration Statement on Form S-1 of
MedQuist Holdings Inc. (File No. 333-169997))10.22
    
    Employment agreement by and between CBaySystems Holdings Limited, CBay Inc. and Robert Aquilina,
dated as of
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August 8, 2008 (Incorporated by reference to Exhibit 10.22 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.23
    
    Employment agreement by and between CBaySystems Holdings Limited, CBay Inc. and Michael Seedman,
dated as of August 8, 2008 (Incorporated by reference to Exhibit 10.23 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.24
    
    Employment agreement by and between CBaySystems Holdings Limited, CBay Inc. and Clyde Swoger,
dated as of August 2008 (Incorporated by reference to Exhibit 10.24 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.25
    
    Employment Agreement by and between Peter Masanotti and MedQuist Inc., dated September 3, 2008
(Incorporated by reference to Exhibit 10.28 of Amendment No. 2 to the Registration Statement on
Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.26
    
    Employment Agreement between Anthony D. James and MedQuist Inc. for the position of Co-Chief
Operating Officer dated June 24, 2010 (Incorporated by reference to Exhibit 10.29 of Amendment
No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.27
    
    Offer of Employment between MedQuist Inc. and Michael Clark dated April 21, 2005 (Incorporated by
reference to Exhibit 10.29.1 of Amendment No. 6 to the Registration Statement on Form S-1 of
MedQuist Holdings Inc. (File No. 333-169997))10.28
    
    Form of 2010 Amendment to Employment Agreement dated as of August 2008 (Incorporated by reference
to Exhibit 10.25 of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist
Holdings Inc. (File No. 333-169997))10.29
    
    Form of Letter of Appointment from CBaySystems Holdings Limited to each non-executive director
(Incorporated by reference to Exhibit 10.26 of Amendment No. 2 to the Registration Statement on
Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.30
    
    Form of Deed of Variation to Letter of Appointment between each compensated non-executive
director and CBaySystems Holdings Limited (Incorporated by reference to Exhibit 10.27 of
Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No.
333-169997))10.31
    
    Form of Indemnification Agreement between MedQuist Holdings Inc. and certain Directors and
Officers (Incorporated by reference to Exhibit 10.30 of Amendment No. 5 to the Registration
Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.32
    
    Form of Management Indemnification Agreement by and between MedQuist Inc. and Certain Officers
(Incorporated by reference to Exhibit 10.30.1 of Amendment No. 2 to the Registration Statement on
Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.33
    
    First Amendment to the Form of Management Indemnification Agreement by and between MedQuist Inc.
and Certain Officers (Incorporated by reference to Exhibit 10.30.2 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.34
    
    Indemnification Agreement dated November 21, 2008 between MedQuist Inc. and Peter Masanotti
(Incorporated by reference to Exhibit 10.31 of Amendment No. 2 to the Registration Statement on
Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.35
    
    Office Lease, dated June 2006, between Ford Motor Land Development Corporation and Spheris
Operations Inc. (Incorporated by reference to Exhibit 10.32.1 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.36
    
    Amendment to Office Lease Agreement, dated March 27, 2009, between Carothers Office Acquisition
LLC and Spheris Operations, Inc. (Incorporated by reference to Exhibit 10.32.2 of Amendment No. 2
to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.37
    
    Assignment, Assumption and Agreement to Relinquish Office Space and Amendment to Office Lease
Agreement,
 -43-




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##### Table of Contents



dated April 22, 2010 between Carothers Office Acquisition LLC and MedQuist
Transcriptions, Ltd. (Incorporated by reference to Exhibit 10.32.3 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.38
    
    First Amendment to Lease Agreement, dated March 1, 2009, by and between Atlanta Lakeside Real
Estate, L.P. and MedQuist Transcriptions, Ltd. (Incorporated by reference to Exhibit 10.33.1 of
Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No.
333-169997))10.39
    
    Second Amendment to Lease Agreement, effective August 1, 2009, by and between Atlanta Lakeside
Real Estate, L.P. and MedQuist Transcriptions, Ltd. (Incorporated by reference to Exhibit 10.33.2
of Amendment No. 2 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No.
333-169997))10.40#
    
    Licensing Agreement, as amended, dated as of November 10, 2009, between MedQuist Inc. and Nuance
Communications, Inc. (Incorporated by reference to Exhibit 10.34 of Amendment No. 2 to the
Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.41#
    
    Third Amended and Restated OEM Supply Agreement dated November 10, 2009, between MedQuist Inc.
and Nuance Communications, Inc. (Incorporated by reference to Exhibit 10.35 of Amendment No. 2 to
the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.42#
    
    Licensing Agreement by and between Nuance Communications, Inc. and MedQuist Inc., dated November
10, 2009 (Incorporated by reference to Exhibit 10.36 of Amendment No. 5 to the Registration
Statement on Form S-1 of MedQuist Holdings Inc. (File No. 333-169997))10.43#
    
    Amended and Restated Clinical Documentation Solution Agreement by and between Multimodal
Technologies, Inc. and MedQuist Inc., dated March 25, 2010 (Incorporated by reference to Exhibit
10.37 of Amendment No. 3 to the Registration Statement on Form S-1 of MedQuist Holdings Inc.
(File No. 333-169997))10.44(1)
    
    Redemption Agreement among Lehman Brothers Commercial Corporation Asia Limited, S.A.C. Private
Equity Investors, L.P., S.A.C. PEI CB Investment, L.P. and S.A.C. PEI CB Investment GP, Limited
and the Liquidators named therein21.1
    
    List of subsidiaries of MedQuist Holdings Inc. (Incorporated by reference to Exhibit 21.1 of
Amendment No. 6 to the Registration Statement on Form S-1 of MedQuist Holdings Inc. (File No.
333-169997))31.1(*)
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2(*)
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1(*)
    
    Certification of Chief Executive
Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2(*)
    
    Certification  of Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.
    
    Indicates management contract or compensatory plan or arrangement.#
    
    Portions of this exhibit were omitted and have been filed separately with the Secretary of
the Securities and Exchange Commission pursuant to the Registrants application requesting
confidential treatment under Rule 406 of the Securities Act.(1)
    
    Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31,
2010 filed on March 16, 2011. -44-




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SIGNATURES
  MedQuist Holdings Inc.By:
    /s/ Peter MasanottiPeter MasanottiPresident and Chief Executive Officer


Date: May 2, 2011 -45-




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EXHIBIT INDEX
 Exhibit
    
    Description31.1
    
    Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 200231.2
    
    Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 200232.1
    
    Certification of Chief Executive
Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial
Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 -47-