exv10w10






Exhibit 10.10




AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S AGREEMENT




          This Amended and Restated Management Stockholder’s Agreement (this “Agreement”) is
entered into as of _____ among CBaySystems Holdings Limited, currently organized under the laws of
the British Virgin Islands, (the “Company”), S.A.C. PEI CB Investment, L.P., an exempted
limited partnership organized under the laws of the Cayman Islands (“SAC CBI”), and the
undersigned person (the “Management Stockholder”) (the Company, SAC CBI and the Management
Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized
terms not immediately defined are hereinafter defined in Section 3 of this Agreement.




          WHEREAS, on April 17, 2009, the Parties entered into the Management Stockholder’s Agreement
(the “Original Agreement”) in connection with the issuance and prospective issuance to the
Management Stockholder of options (the “Existing Options”) to purchase shares of Common
Stock (as defined below) pursuant to (i) the terms of the Original Agreement and the terms of the
Company’s 2007 Equity Incentive Plan (the “2007 Option Plan”) and the Stock Option
Agreement entered into by and between the Company and the Management Stockholder in respect thereof
(the “Original Option Agreement”) and (ii) the terms of a standalone option agreement with
the Company dated June 12, 2007 (together with the Original Option Agreement, the “Existing
Option Agreements”).




          WHEREAS, in connection with the proposed initial Public Offering in the United States of
Common Stock (the “Initial Public Offering”), the Parties desire and wish to amend and
restate the Original Agreement ab initio in its entirety as set forth herein.




          NOW THEREFORE, to implement the foregoing and in consideration of the mutual agreements
contained herein, the Parties agree as follows:




          1. Definitions. Terms used herein as listed below shall be defined as follows:




     “Act” shall mean the Securities Act of 1933, as amended.



     “Affiliate” shall mean, with respect to any individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority or other entity of whatever nature (each, a
“Person”), any other Person directly or indirectly controlling, controlled by, or under
common control with, such Person where “control” shall have the meaning given such term under Rule
405 of the Act; provided, that, in no event shall the Principal Stockholders be
regarded as “Affiliates” of the Company or any of its subsidiaries for purposes of this Agreement.



     “Agreement” shall have the meaning set forth in the introductory paragraph.



     “Board” shall mean the board of directors of the Company.



     “Common Stock” shall mean shares of common stock, par value $0.10 per share, of the
Company.



     “Company” shall have the meaning set forth in the introductory paragraph.



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     “Exchange Act” shall mean the U.S. Securities Act of 1934, as amended.



     “Existing Options” shall have the meaning set forth in the first “whereas”
paragraph.



     “Existing Option Agreements” shall have the meaning set forth in the first “whereas”
paragraph.



     “Initial Public Offering” shall have the meaning set forth in the second “whereas”
paragraph.



     “Management Stockholder” shall have the meaning set forth in the introductory
paragraph.



     “Option Stock” shall mean any Common Stock issuable or issued upon exercise of
Existing Options.



     “Original Agreement” shall have the meaning set forth in the first “whereas”
paragraph.



     “Parties” shall have the meaning set forth in the introductory paragraph.



     “Principal Stockholders” shall mean SAC CBI and its Affiliates other than the Company
and the Company’s subsidiaries.



     “Public Offering” shall mean the sale of shares of Common Stock to the public pursuant
to a registration statement under the Act which has been declared effective by the SEC (other than
a registration statement on Form S-4, S-8 or any other similar form).



     “Rule 144” shall mean Rule 144 of the SEC promulgated under the Act, or any successor
rule.



     “SAC CBI” shall have the meaning set forth in the introductory paragraph.



     “SEC” shall mean the U.S. Securities and Exchange Commission.



     “Transfer” shall mean any direct or indirect assignment, gift, offer, conveyance,
pledge, transfer, sale, assignment, hypothecation, encumbrance or other disposition.



     “2007 Option Plan” shall have the meaning set forth in the first “whereas” paragraph.



          2. Management Stockholder’s Representations, Warranties and Agreements.




          (a) The certificate (or certificates) representing the Option Stock shall bear the following
legend:





“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS
OF THE AMENDED AND RESTATED MANAGEMENT STOCKHOLDER’S AGREEMENT DATED AS OF DECEMBER
[•], 2010 AMONG [CBAY SYSTEMS HOLDINGS



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LIMITED/MEDQUIST HOLDINGS INC.] (THE “COMPANY”), S.A.C. PEI CB INVESTMENT, L.P., AND
THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY).”



          (b) The Management Stockholder acknowledges that he has been advised that (i) a restrictive
legend in the form heretofore set forth shall be placed on the certificates representing the Option
Stock and (ii) a notation shall be made in the transfer register of the Company indicating that the
Option Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will
be issued to the Company’s transfer agent with respect to the Option Stock. If the Management
Stockholder is an Affiliate of the Company, the Management Stockholder also acknowledges that (1)
the Option Stock must be held indefinitely and the Management Stockholder must continue to bear the
economic risk of the investment in the Option Stock unless it is subsequently registered under the
Act or an exemption from such registration is available, (2) when and if shares of the Option Stock
may be disposed of without registration in reliance on Rule 144 of the rules and regulations
promulgated under the Act, such disposition can be made only in limited amounts in accordance with
the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public
sale without registration will require compliance with some other exemption under the Act.




          (c) If any shares of Common Stock are to be disposed of in accordance with Rule 144 under the
Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended
disposition and shall deliver to the Company at or prior to the time of such disposition such
documentation as the Company may reasonably request in connection with such sale and, in the case
of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice
on Form 144 required to be filed with the SEC.




          (d) The Management Stockholder agrees that, if requested by the managing underwriter for an
underwritten offering of any shares of Common Stock to the public pursuant to an effective
registration statement under the Act (other than registration of securities issued on Form S-8,
Form S-4 or any successor or similar form), the Management Stockholder will not, directly or
indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any
short sale), pledge, transfer or establish an open “put equivalent position” within the meaning of
Rule 16a-1(h) under the Exchange Act, or otherwise dispose of any Common Stock, options or warrants
to acquire Common Stock, or securities exchangeable or exercisable for or convertible into Common
Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under
the Exchange Act) by the Management Stockholder or the spouse or other immediate family member of
the Management Stockholder, not covered by such registration statement from the time of the receipt
of a notice from the Company that the Company has filed or imminently intends to file such
registration statement to, or within 180 days (or such shorter period as may be consented to by the
managing underwriter or underwriters) in the case of the Initial Public Offering and ninety (90)
days (or in an underwritten offering such shorter period as may be consented to by the managing
underwriter or underwriters, if any) in the case of any other Public Offering after, the closing of
such offerings, unless otherwise agreed to in writing by the Company.




          (e) The Management Stockholder represents and warrants that (i) with respect to the Option
Stock, the Management Stockholder has received and reviewed the Existing




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Option Agreements, the 2007 Option Plan and (ii) the Management Stockholder has been given the
opportunity to obtain any additional information or documents and to ask questions and receive
answers about such information, the Company and the business and prospects of the Company which the
Management Stockholder deems necessary to evaluate the merits and risks related to the Management
Stockholder’s investment in the Option Stock and to verify the information contained in the
information received as indicated in this Section 2(e), and the Management Stockholder has relied
solely on such information.




          (f) The Management Stockholder further represents and warrants that (i) the Management
Stockholder’s financial condition is such that the Management Stockholder can afford to bear the
economic risk of holding the Option Stock for an indefinite period of time and has adequate means
for providing for the Management Stockholder’s current needs and personal contingencies, (ii) the
Management Stockholder can afford to suffer a complete loss of his investment in the Option Stock,
(iii) the Management Stockholder understands and has taken cognizance of all risk factors related
to the acquisition of the Option Stock and (iv) the Management Stockholder’s knowledge and
experience in financial and business matters are such that the Management Stockholder is capable of
evaluating the merits and risks of the Management Stockholder’s acquisition of the Option Stock as
contemplated by this Agreement.




          3. Transfers to Third Parties.




          (a) The Management Stockholder agrees that in connection with any Transfer of Option Stock,
the Management Stockholder shall, if requested by the Company, deliver to the Company an opinion of
counsel in form and substance reasonably satisfactory to the Company and counsel for the Company,
to the effect that the Transfer is not in violation of this Agreement or the Act. In addition, the
Company shall be satisfied that the Transfer is not in violation of the securities laws of any
state applicable to such Transfer. Any purported Transfer in violation of the provisions of this
Section 3(a) shall be null and void ab initio and shall have no force or effect.




          (b) Notwithstanding the foregoing, nothing in this Section 3 shall prevent the Transfer of any
shares of Common Stock by the Management Stockholder to (i) the Company; or (ii) (A) any member of
the Management Stockholder’s immediate family (the “Permitted Family Members”), (B) trusts
for the benefit of the Permitted Family Members, and (C) upon the Management Stockholder’s death,
the Management Stockholder’s executors, administrators, testamentary trustees, legatees and
beneficiaries; provided that, in the case of subclause (A) and (B), the transferee
agrees in writing that the Management Stockholder retains the sole and exclusive right to vote or
dispose of any shares of Common Stock transferred to the Permitted Family Member (each such person
and entity described in clause (ii) a “Permitted Transferee” and collectively, the
“Permitted Transferees”); provided, further that the Permitted Transferee
agrees in writing to be bound by the terms and conditions of this Agreement pursuant to an
instrument of assumption reasonably satisfactory in form and substance to the Company.




          4. Recapitalizations, etc. The provisions of this Agreement shall apply, to the full
extent set forth herein with respect to the Common Stock or the Existing Options, to any and all
shares of capital stock of the Company or any capital stock, partnership units or any other
security evidencing ownership interests in any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange
for, or substitution of the Common Stock or the Existing Options by




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reason of any stock dividend, split, reverse split, combination, division, recapitalization,
liquidation, reclassification, merger, consolidation, conversion in connection with change of
Company domicile or otherwise.




          5. Management Stockholder’s Employment by the Company. Nothing contained in this
Agreement or in any other agreement entered into by the Company and the Management Stockholder
contemporaneously with the execution of this Agreement (subject to, and except as set forth in, the
applicable provisions of any offer letter, letter of employment provided to the Management
Stockholder by the Company or any employment agreement entered into by and between the Management
Stockholder and the Company or any of its subsidiaries) (i) obligates the Company or any subsidiary
of the Company to employ the Management Stockholder in any capacity whatsoever or (ii) prohibits or
restricts the Company (or any such subsidiary) from terminating the employment of the Management
Stockholder at any time or for any reason whatsoever, and the Management Stockholder hereby
acknowledges and agrees that neither the Company nor any other person has made any representations
or promises whatsoever to the Management Stockholder concerning the Management Stockholder’s
employment or continued employment by the Company or any subsidiary of the Company.




          6. Binding Effect; Assumption. The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns. This Agreement shall be assumed mutatis mutandis by any successor to the
Company in any transaction that does not constitute a Change in Control.




          7. Amendment. This Agreement may be amended by the written agreement of the
Management Stockholder and the Company; provided, however, that no amendment shall be made to the
terms of Section 8, Section 12 or the proviso in Section 13 without the written agreement of SAC
CBI.




          8. Applicable Law; Jurisdiction; Arbitration; Legal Fees.




          (a) The laws of the State of New York applicable to contracts executed and to be performed
entirely in such state shall govern the interpretation, validity and performance of the terms of
this Agreement.




          (b) In the event of any controversy among the parties hereto arising out of, or relating to,
this Agreement which cannot be settled amicably by the parties, such controversy shall be finally,
exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance
with the American Arbitration Association rules by a single independent arbitrator. Such
arbitration process shall take place within 100 miles of the New York City metropolitan area. The
decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered
pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning.
Judgment upon the award rendered may be entered in any court having jurisdiction thereof.




          (c) Except as provided in Section 12(b), in the event of any arbitration or other disputes
with regard to this Agreement, each Party shall pay its own legal fees and expenses, unless the
arbitrator determines that legal fees and expenses should be allocated to the Parties involved in
such arbitration or dispute on a different basis, taking into account the outcome of the
arbitration of the underlying controversy.



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          9. Miscellaneous.




          (a) In this Agreement the masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.




          (b) If any provision of this Agreement shall be declared illegal, void or unenforceable by any
court of competent jurisdiction, the other provisions shall not be affected, but shall remain in
full force and effect.




          10. Withholding. The Company or its subsidiaries shall have the right to deduct from
any cash payment made under this Agreement to the Management Stockholder any minimum federal, state
or local income or other taxes required by law to be withheld with respect to such payment.




          11. Notices. All notices and other communications provided for herein shall be in
writing. Any notice or other communication hereunder shall be deemed duly given (i) upon
electronic confirmation of facsimile, (ii) one business day following the date sent when sent by
overnight delivery and (iii) five (5) business days following the date mailed when mailed by
registered or certified mail return receipt requested and postage prepaid, in each case as follows:




          (a) If to the Company, to it at the following address:



CBaySystems Holdings Limited

9009 Carothers Parkway

Franklin, TN 37067

Attention: Chairman & Chief Executive Officer



with copies to (which shall not constitute notice):



Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile: 212.455.3615

Attention: D. Rhett Brandon, Esq.




          (b) If to SAC CBI, to it at the following address:



c/o S.A.C. Capital Advisors, L.P.

72 Cummings Point Rd

Stamford, Connecticut 06902

Facsimile: 203.823.4209

Attention: General Counsel




          (c) If to the Management Stockholder, to the Management Stockholder at the address set forth
below under the Management Stockholder’s signature;



or at such other address as any party shall have specified by notice in writing to the others.




          12. Covenant Not to Disparage.



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          (a) The Management Stockholder shall not, at any time, disparage the Company, the Principal
Stockholders, any of their respective Affiliates, or any of the products or practices, directors,
officers, agents, representatives, partners, members, stockholders of any of the foregoing, either
orally or in writing.




          (b) In the event that the Management Stockholder breaches any of the covenants sets forth in
this Section 12 (i) while the Management Stockholder is receiving severance payments under any
agreement or plan, the Company may cease making payments thereunder; and (ii) the Management
Stockholder agrees to pay the amount of damages the Company or the Principal Stockholders can
reasonably demonstrate it or they incurred as a result of such breach. The Management Stockholder
shall be liable for the payment of reasonable attorneys’ fees, costs and ancillary expenses
incurred by the Company and the Principal Stockholders in enforcing their respective rights
hereunder in court or other legal proceedings if the Company or the Principal Stockholders prevail
in such proceedings.




          (c) The existence of any claim or cause of action of the Management Stockholder against the
Company whether predicated on this Agreement or otherwise shall not constitute a defense to the
enforcement by the Company of the covenants contained in this Section 12. It is specifically agreed
that the period following the termination of the Management Stockholder’s employment with the
Company during which the agreements and covenants of the Management Stockholder made in this
Section 12 shall be effective, shall be computed by excluding from such computation any time during
which the Management Stockholder is in violation of any provision of this Section 12.




          13. Termination.




          This Agreement shall terminate on April 17, 2017; provided, however,
that (x) the provisions of Section 2 (a), (b), (c), (e) and (f), Section 3 and Section 4
shall terminate at such time as the Option Stock shall have been registered by the Company under
the Act, (y) the provisions of Section 2(d) and Section 5 shall terminate at such time as the
Management Stockholder is no longer an employee or director of the Company, and (z) the provisions
of Sections 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any such termination.




[Signatures on next pages.]




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          IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	CBAYSYSTEMS HOLDINGS LIMITED

 	 
	 	By:  	 	 
	 	 	 	 
	 	Name: 	 	 
	 
	 	Title: 	 	 




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	 	S.A.C. PEI CB INVESTMENT, L.P., acting by its

general partner,

S.A.C. PEI CB Investment GP, Limited

 	 
	 	By:  	 	 
	 	 	 	 
	 	Name: 	 	 
	 
	 	Title: 	 	 




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	 	MANAGEMENT STOCKHOLDER:





 



	 	Name:  	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	ADDRESS:





 




 


 	 
	 	 	 
	 	 	 
	 




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