exv10w1







Exhibit 10.1




August 19, 2008




[See Attached Schedule]

c/o MedQuist Inc.

1000 Bishops Gate Blvd., Suite 300

Mount Laurel, NJ 08054





	Re:	 	 First Amendment to the Indemnification Agreement between
MedQuist Inc. (the “Company”) and
[See Attached Schedule]  (“Indemnitee”) dated August 23, 2007 (the “Indemnification Agreement”)





Dear [See Attached Schedule]:



This letter constitutes an amendment to the Indemnification Agreement (the “Amendment”). All
capitalized terms not defined herein shall have the same meanings as given to them in the
Indemnification Agreement. The Indemnification Agreement shall be amended as follows:





	 	•	 	Section 6 of the Indemnification Agreement is hereby replaced in its entirety with the
following:






6. Officer And Director Liability Insurance.




(a) The Company shall obtain and maintain (or cause to be obtained and
maintained) a policy or policies of insurance providing the directors and
officers of the Company with coverage for losses in connection with acts or
omissions of such directors and officers, or to ensure the Company’s
performance of its indemnification obligations under this Agreement (“D&O
Coverage”). At all times during which this Agreement is in effect and for a
period of six years following the date Indemnitee ceased or ceases service to
the Company the D&O Coverage shall be maintained at a level not less than such
coverage in effect as of August 7, 2008, provided the annual premiums for such
coverage do not exceed 300% of the annual premiums in place on August 7, 2008
(“Premium Maximum”). In the event the annual premiums for the D&O Coverage
required above in this Section 6(a) exceed the Premium Maximum for any year,
the Company shall be required to obtain for such year the maximum amount of
D&O coverage obtainable by payment of annual premiums equal to the Premium
Maximum.




(b) In all policies of director and officer liability insurance, Indemnitee
will be named as an insured in such a manner as to provide Indemnitee
the same rights and benefits as are accorded to the most favorably insured of
the Company’s directors, if Indemnitee is a director, or the



 









 






[See Attached Schedule]

August 19, 2008

Page 2





Company’s
officers, if Indemnitee is not a director of the Company but is an officer.


Except as amended hereby, all of the terms and provisions of the Indemnification Agreement shall
remain in full force and effect.



Please indicate your agreement with the above Amendment by signing where indicated below and
returning one copy of this letter amendment to MedQuist Inc., 1000 Bishops Gate Blvd., Suite 300,
Mt. Laurel, New Jersey 08054, USA, Attention: General Counsel.




	 	 	 	 	 
	 	Sincerely,



MedQuist Inc.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Agreed by:




[                                        ]




                                        





 











 







Schedule of Differences



Other than the identification of the Indemnitee, each Amendment executed with the executive
officers listed below is substantially the same as this form and as each other.



	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Officer	 	Title	 	 
	Mark Ivie

	 	Interim Chief Executive Officer, Interim President and Chief Technology Officer	 	 
	Kataleen
E. Donovan

	 	Senior Vice President and Chief Financial Officer	 	 
	Mark
R. Sullivan

	 	General Counsel, Chief Compliance Officer & Secretary	 	 
	Michael Clark

	 	Senior Vice President of Operations	 	 
	R. Scott Bennett

	 	Senior Vice President of Sales & Marketing	 	 
	James Brennan

	 	Vice President and Controller