exv10w21






Exhibit 10.21




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




(V. Raman Kumar)




     EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 6, 2010 by and between
CBaySystems Holdings Limited (“Holdings”), CBay Inc. (the “Company”), CBay Systems
(India) Pvt. Ltd. (the “Subsidiary”), and V. Raman Kumar (the “Executive”).



     The Company is a direct wholly-owned subsidiary of Holdings;



     The Company, the Subsidiary and Holdings (collectively, the “Company Group”) desire to
employ Executive and to enter into an agreement embodying the terms of such employment;



     Executive desires to accept such employment and enter into such an agreement;



     In consideration of the premises and mutual covenants herein and for other good and valuable
consideration, the parties agree as follows:


1. Term of Employment. Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the
Company Group for a period commencing immediately following the admission of the enlarged issued
share capital of the Company to the Alternative Investment Market of the London Stock Exchange plc
(which occurred in 2008) and ending on December 31, 2011 (the “Employment Term”) on the
terms and subject to the conditions set forth in this Agreement; provided, however, that commencing
with December 31, 2011 and on each December 31st thereafter (each, an “Extension Date”),
the Employment Term shall be automatically extended for an additional one-year period, unless the
Company Group or Executive provides the other party hereto 60 days’, prior written notice before
the next Extension Date that the Employment Term shall not be so extended.



2. Position.




     (a) During the Employment Term, Executive shall serve as the Holdings’ Vice Chairman.
Executive shall also serve as the Chief Executive Officer of the Subsidiary without any additional
compensation. Executive’s primary place of employment will be in India, subject to travel in the
course of performing Executive’s duties for the Company Group. In such positions, Executive shall
have such duties and authority as shall be determined from time to time by the Board of Directors
of Holdings (the “Board”). If requested, during the Employment Term, Executive shall also
serve as a member of the Board and as a member of any other board of directors or managers of the
Company Group or any of their respective affiliates, in each case, without additional compensation.



     (b) During the Employment Term, Executive will devote Executive’s full business time and best
efforts to the performance of Executive’s duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise which would conflict or interfere
with the rendition of such services either directly or indirectly, without the prior written
consent of the Board; provided that nothing herein shall preclude Executive from engaging
in the activities described in Exhibit A attached hereto or from accepting appointment to or
continuing to serve on any board of directors or trustees of any business corporation or any



 









 




charitable organization; provided in each case, and in the aggregate, that such
activities do not unreasonably conflict or interfere with the performance of Executive’s duties
hereunder or conflict with Section 9.



3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of
U.S. $500,000, payable in regular installments in accordance with the Company’s usual payment
practices. Executive shall be entitled to such increases in Executive’s base salary, if any, as
may be determined from time to time in the sole discretion of the Board. Executive’s annual base
salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”



4. Bonuses.




     (a) Annual Bonus. With respect to each full fiscal year during the Employment Term
commencing with fiscal year 2009, Executive shall be eligible to earn an annual bonus award (an
“Annual Bonus”) of up to U.S. $750,000 (the “Target”) based upon the achievement of
target performance objectives established by the Board within the first three months of each fiscal
year during the Employment Term. The Annual Bonus, if any, shall be paid by the Company to
Executive during the calendar year immediately following the year in which it is earned, as soon as
practicable after the Company receives its audited financial statements with respect to the year in
which the bonus was earned.


5. Equity Arrangements. [Intentionally omitted].



6. Employee Benefits. During the Employment Term, Executive shall be entitled to participate in the Company’s employee
benefit plans as in effect from time to time (collectively “Employee Benefits”), on the
same basis as those benefits are generally made available to other senior executives of the Company
Group.



7. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the
performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with
Company policies.



8. Termination. The Employment Term and Executive’s employment hereunder may be terminated by either party at
any time and for any reason; provided that Executive will be required to give the Company Group at
least 90 days advance written notice of any resignation of Executive’s employment. Notwithstanding
any other provision of this Agreement, the provisions of this Section 8 shall exclusively govern
Executive’s rights upon termination of employment with the Company Group and its affiliates.




     (a) By the Company Group For Cause or By Executive Resignation Without Good Reason.



          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company
Group for Cause (as defined below) and shall terminate automatically upon Executive’s resignation
without Good Reason (as defined in Section 8(c)); provided that Executive will be required to give
the Company Group at least 90 days advance written notice of a resignation without Good Reason.



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          (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s failure to
substantially perform Executive’s material duties hereunder (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 hereunder, (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 Executive’s duties hereunder or any intentional act or
intentional omission which is injurious to the financial condition or business reputation of the
Company Group or any of its subsidiaries or affiliates or (E) Executive’s breach of the provisions
of Sections 9 or 10 of this Agreement; provided that the event described in clause (A) of
this Section 8(a)(ii) shall constitute Cause only if the Executive fails to cure such event within
30 days after receipt from the Company Group of written notice of the event which constitutes
Cause.



          (iii) If Executive’s employment is terminated by the Company Group for Cause, or if Executive
resigns without Good Reason, Executive shall be entitled to receive:




          (A) the Base Salary through the date of termination;




          (B) any Annual Bonus earned, but unpaid, as of the date of termination for the
immediately preceding fiscal year, paid in accordance with Section 4 (except to the extent
payment is otherwise deferred pursuant to any applicable deferred compensation arrangement
with the Company);




          (C) reimbursement, within 60 days following submission by Executive to the Company of
appropriate supporting documentation) for any unreimbursed business expenses properly
incurred by Executive in accordance with Company policy prior to the date of Executive’s
termination; provided claims for such reimbursement (accompanied by appropriate supporting
documentation) are submitted to the Company within 90 days following the date of Executive’s
termination of employment; and




          (D) such Employee Benefits, if any, as to which Executive may be entitled under the
employee benefit plans of the Company (the amounts described in clauses (A) through (D)
hereof being referred to as the “Accrued Rights”).



     Following such termination of Executive’s employment by the Company Group for Cause or
resignation by Executive without Good Reason, except as set forth in this Section 8(a)(iii),
Executive shall have no further rights to any compensation or any other benefits under this
Agreement.



     (b) Disability or Death.



          (i) The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s
death and may be terminated by the Company Group if Executive becomes physically or mentally
incapacitated and is therefore unable for a period of six (6) consecutive months or for an
aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform
Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any
question as to the existence of the Disability of Executive as to which



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Executive and the Company Group cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Executive and the Company Group. If Executive and the
Company Group cannot agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the Company Group and Executive shall
be final and conclusive for all purposes of the Agreement.




          (ii) Upon termination of Executive’s employment hereunder for either Disability or death,
Executive or Executive’s estate (as the case may be) shall be entitled to receive:




          (A) the Accrued Rights; and




          (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been
entitled to receive pursuant to Section 4 hereof in such year based upon the percentage of
the fiscal year that shall have elapsed through the date of Executive’s termination of
employment, payable when such Annual Bonus would have otherwise been payable to Executive
pursuant to Section 4 had Executive’s employment not terminated (the “Pro-Rata
Bonus”).



     Following Executive’s termination of employment due to death or Disability, except as set
forth in this Section 8(b)(ii), Executive shall have no further rights to any compensation or any
other benefits under this Agreement.



     (c) By the Company Group Without Cause or Resignation by Executive for Good Reason.



          (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company
Group without Cause or by Executive’s resignation for Good Reason.



          (ii) For purposes of this Agreement, “Good Reason” shall mean (A) breach by the Company Group
of any material term of this Agreement, including but not limited to the failure of the Company to
pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due hereunder, (B) any
material diminution in Executive’s authority or responsibilities from those described in Section 2
hereof, or (C) the relocation of Executive’s primary place of employment to a location more than
100 miles from the location identified in Section 2(a) of this Agreement; provided that the
events described in clauses (A), (B) and (C) of this Section 8(c)(ii) shall constitute Good Reason
only if the Company Group fails to cure such event within 30 days after receipt from 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 Executive’s knowledge thereof, unless Executive has given the Company Group
written notice thereof prior to such date.



          (iii) If Executive’s employment is terminated by the Company Group without Cause (other than
by reason of death or Disability) or if Executive resigns for Good Reason (provided that in either
such case Executive does not immediately thereafter commence



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employment with an affiliate of the Company Group), Executive shall be entitled to receive
(commencing within 60 days following the termination date):





          (A) the Accrued Rights; and




          (B) a Pro-Rata Bonus for the year of termination; and




          (C) subject to Executive’s continued compliance with the provisions of Sections 9 and
10 and to Executive’s execution and delivery of a general release of claims in favor of the
Company Group and its affiliates in a form prescribed by the Company Group within 45 days
following the termination date, continued payment of the Base Salary in accordance with the
Company’s normal payroll practices, as in effect on the date of termination of Executive’s
employment, as in effect on the date of termination of Executive’s employment, until twelve
months after the date of such termination (the “Salary Continuation Payments”).



     Following Executive’s termination of employment by the Company Group without Cause (other than
by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason as
described above, except as set forth in this Section 8(c)(iii), Executive shall have no further
rights to any compensation or any other benefits under this Agreement or any other severance or
termination benefit plan sponsored or maintained by the Company Group.



     (d) Election Not to Extend the Employment Term. In the event either party elects not
to extend the Employment Term pursuant to Section 1, unless Executive’s employment is earlier
terminated pursuant to paragraphs (a), (b) or (c) of this Section 8, Executive’s termination of
employment hereunder (whether or not Executive continues as an employee of the Company Group
thereafter) shall be deemed to occur on the close of business on the day immediately preceding the
next scheduled Extension Date. In the event that the Executive elects not to extend the Employment
Term, Executive shall be entitled to receive the Accrued Rights. In the event that the Company
Group elects not to extend the Employment Term, Executive shall be entitled to receive the Accrued
Rights and the Salary Continuation Payments.



     Following such termination of Executive’s employment hereunder as a result of either party’s
election not to extend the Employment Term, except as set forth in this Section 8(d), Executive
shall have no further rights to any compensation or any other benefits under this Agreement.



     (e) Notice of Termination. Any purported termination of employment by the Company
Group or by Executive (other than due to Executive’s death) shall be communicated by written Notice
of Termination to the other party hereto in accordance with Section 12(h) hereof. For purposes of
this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of employment under the
provision so indicated.



     (f) Board/Committee Resignation. Upon termination of Executive’s employment for any
reason, Executive agrees to resign, as of the date of such termination and to the extent



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applicable, from the Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of any of the Company Group’s affiliates.



9. Non-Competition.




     (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of
the Company Group and its affiliates and accordingly agrees as follows:




          (1) During the Employment Term and, for a period of one year following the date
Executive ceases to be employed by the Company Group (the “Restricted
Period”), Executive will not, whether on Executive’s own behalf or on behalf of
or in conjunction with any person, firm, partnership, joint venture, association,
corporation or other business organization, entity or enterprise whatsoever
(“Person”), directly or indirectly solicit or assist in soliciting in
competition with the Company Group, the business of any client or prospective
client:




	 	(i)	 	with whom Executive had personal
contact or dealings on behalf of the Company Group during the
one-year period preceding Executive’s termination of employment;
	 
	 	(ii)	 	with whom employees reporting to
Executive have had personal contact or dealings on behalf of the
Company Group during the one year immediately preceding the
Executive’s termination of employment; or
	 
	 	(iii)	 	for whom Executive had direct or
indirect responsibility during the one year immediately
preceding Executive’s termination of employment.






          (2) During the Restricted Period, Executive will not directly or indirectly:




	 	(i)	 	engage in any medical
transcription processing services business, physician services
business or other business that competes with the business of
the Company Group or its affiliates (including, without
limitation, businesses which the Company Group or its affiliates
have specific plans to conduct in the future and as to which
Executive is aware of such planning) in any geographical area
where the Company Group or its affiliates manufactures,
produces, sells, leases, rents, licenses or otherwise provides
its products or services (a “Competitive Business”);
	 
	 	(ii)	 	enter the employ of, or render
any services to, any Person (or any division or controlled or
controlling affiliate of any Person) who or which engages in a
Competitive Business;




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	 	(iii)	 	acquire a financial interest in,
or otherwise become actively involved with, any Competitive
Business, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, trustee or
consultant; or
	 
	 	(iv)	 	interfere with, or attempt to
interfere with, business relationships (whether formed before,
on or after the date of this Agreement) between the Company
Group or any of its affiliates, customers, clients, suppliers or
investors.






          (3) Notwithstanding anything to the contrary in this Agreement, Executive may,
directly or indirectly own, solely as an investment, securities of any Person
engaged in the business of the Company Group or its affiliates which are publicly
traded on a national or regional stock exchange or on the over-the-counter market if
Executive (i) is not a controlling person of, or a member of a group which controls,
such person and (ii) does not, directly or indirectly, own 2% or more of any class
of securities of such Person.




          (4) During the Restricted Period, Executive will not, whether on Executive’s
own behalf or on behalf of or in conjunction with any Person, directly or
indirectly:




	 	(i)	 	solicit or encourage any employee
of the Company Group or its affiliates to leave the employment
of the Company Group or its affiliates; or
	 
	 	(ii)	 	hire any such employee who was
employed by the Company Group or its affiliates as of the date
of Executive’s termination of employment with the Company Group
or who left the employment of the Company Group or its
affiliates coincident with, or within one year prior to or
after, the termination of Executive’s employment with the
Company Group.






          (5) During the Restricted Period, Executive will not, directly or indirectly,
solicit or encourage to cease to work with the Company Group or its affiliates any
consultant then under contract with the Company Group or its affiliates.



     (b) It is expressly understood and agreed that although Executive and the Company Group
consider the restrictions contained in this Section 9 to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the time or territory or any other
restriction contained in this Agreement is an unenforceable restriction against Executive, the
provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may judicially determine
or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that
any restriction contained in this Agreement is unenforceable, and such restriction



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cannot be amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein.



10. Confidentiality; Intellectual Property.




     (a) Confidentiality.



          (i) Executive will not at any time (whether during or after Executive’s employment with the
Company Group) (x) retain or use for the benefit, purposes or account of Executive or any other
Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any
Person outside the Company Group (other than its professional advisers who are bound by
confidentiality obligations), any non-public, proprietary or confidential information —including
without limitation trade secrets, know-how, research and development, software, databases,
inventions, processes, formulae, technology, designs and other intellectual property, information
concerning finances, investments, profits, pricing, costs, products, services, vendors, customers,
clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales,
marketing, promotions, government and regulatory activities and approvals — concerning the past,
current or future business, activities and operations of the Company Group, its subsidiaries or
affiliates and/or any third party that has disclosed or provided any of same to the Company Group
on a confidential basis (“Confidential Information”) without the prior written
authorization of the Board.



          (ii) “Confidential Information” shall not include any information that is (a)
generally known to the industry or the public other than as a result of Executive’s breach of this
covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately
available to Executive by a third party without breach of any confidentiality obligation; or (c)
required by law to be disclosed; provided that Executive shall give prompt written notice
to the Company Group of such requirement, disclose no more information than is so required, and
cooperate with any attempts by the Company Group to obtain a protective order or similar treatment.



          (iii) Except as required by law, Executive will not disclose to anyone, other than Executive’s
immediate family and legal or financial advisors, the existence or contents of this Agreement;
provided that Executive may disclose to any prospective future employer the provisions of
Sections 9 and 10 of this Agreement provided they agree to maintain the confidentiality of such
terms.



          (iv) Upon termination of Executive’s employment with the Company Group for any reason,
Executive shall (x) cease and not thereafter commence use of any Confidential Information or
intellectual property (including without limitation, any patent, invention, copyright, trade
secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the
Company Group, its subsidiaries or affiliates; (y) immediately destroy, delete, or return to the
Company Group, at the Company Group’s option, all originals and copies in any form or medium
(including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s
possession or control (including any of the foregoing stored or located in Executive’s office,
home, laptop or other computer, whether or not Company Group property) that contain Confidential
Information or otherwise relate to the business of the Company Group,



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its affiliates and subsidiaries, except that Executive may retain only those portions of any
personal notes, notebooks and diaries that do not contain any Confidential Information; and (z)
notify and fully cooperate with the Company Group regarding the delivery or destruction of any
other Confidential Information of which Executive is or becomes aware.




     (b) Intellectual Property.



          (i) If Executive has created, invented, designed, developed, contributed to or improved any
works of authorship, inventions, intellectual property, materials, documents or other work product
(including without limitation, research, reports, software, databases, systems, applications,
presentations, textual works, content, or audiovisual materials) (“Works”), either alone or
with third parties, prior to Executive’s employment by the Company Group, that are relevant to or
implicated by such employment (“Prior Works”), Executive hereby grants the Company Group a
perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all
rights and intellectual property rights (including rights under patent, industrial property,
copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes
in connection with the Company Group’s current and future business.



          (ii) If Executive creates, invents, designs, develops, contributes to or improves any Works,
either alone or with third parties, at any time during Executive’s employment by the Company Group
and within the scope of such employment and/or with the use of any the Company Group resources
(“Company Works”), Executive shall promptly and fully disclose same to the Company Group
and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by
applicable law, all rights and intellectual property rights therein (including rights under patent,
industrial property, copyright, trademark, trade secret, unfair competition and related laws) to
the Company Group to the extent ownership of any such rights does not vest originally in the
Company Group.



          (iii) Executive agrees to keep and maintain adequate and current written records (in the form
of notes, sketches, drawings, and any other form or media requested by the Company Group) of all
Company Works. The records will be available to and remain the sole property and intellectual
property of the Company Group at all times.



          (iv) Executive shall take all requested actions and execute all requested documents (including
any licenses or assignments required by a government contract) at the Company Group’s expense (but
without further remuneration) to assist the Company Group in validating, maintaining, protecting,
enforcing, perfecting, recording, patenting or registering any of the Company Group’s rights in the
Prior Works and Company Works. If the Company Group is unable for any other reason to secure
Executive’s signature on any document for this purpose, then Executive hereby irrevocably
designates and appoints the Company Group and its duly authorized officers and agents as
Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute
any documents and to do all other lawfully permitted acts in connection with the foregoing.



          (v) Executive shall not improperly use for the benefit of, bring to any premises of, divulge,
disclose, communicate, reveal, transfer or provide access to, or share with the Company Group any
confidential, proprietary or non-public information or intellectual



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property relating to a former employer or other third party without the prior written
permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend
the Company Group and its officers, directors, partners, employees, agents and representatives from
any breach of the foregoing covenant. Executive shall comply with all relevant policies and
guidelines of the Company Group, including regarding the protection of confidential information and
intellectual property and potential conflicts of interest. Executive acknowledges that the Company
Group may amend any such policies and guidelines from time to time, and that Executive remains at
all times bound by their most current version.




          (vi) The provisions of Section 10 shall survive the termination of Executive’s employment for
any reason.


11. Specific Performance. Executive acknowledges and agrees that the Company Group’s remedies at law for a breach or
threatened breach of any of the provisions of Section 9 or Section 10 would be inadequate and the
Company Group would suffer irreparable damages as a result of such breach or threatened breach. In
recognition of this fact, Executive agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, the Company Group, without posting any bond, shall be
entitled to obtain equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may then be available.
In addition, in the event of any breach of Section 9 or Section 10, in addition to any remedies at
law, the Company Group, without posting any bond, shall be entitled to cease making any payments or
providing any benefit otherwise required by this Agreement (which payments shall be deemed
permanently forfeited if it is established that Executive breached Section 9 or Section 10).



12. Miscellaneous.




     (a) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws principles thereof.



     (b) Entire Agreement/Amendments. This Agreement contains the entire understanding of
the parties with respect to the employment of Executive by the Company Group. There are no
restrictions, agreements, promises, warranties, covenants or undertakings between the parties with
respect to the subject matter herein other than those expressly set forth herein. This Agreement
may not be altered, modified, or amended except by written instrument signed by the parties hereto.



     (c) No Waiver. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive
such party of the right thereafter to insist upon strict adherence to that term or any other term
of this Agreement.



     (d) Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions of this Agreement shall not be affected
thereby.



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     (e) Assignment. This Agreement, and all of Executive’s rights and duties hereunder,
shall not be assignable or delegable by Executive. Any purported assignment or delegation by
Executive in violation of the foregoing shall be null and void ab initio and of no force and
effect. This Agreement may be assigned by Holdings or the Company to a person or entity which is
an affiliate or a successor in interest to substantially all of the business operations of Holdings
or the Company. Upon such assignment, the rights and obligations of Holdings or the Company
hereunder shall become the rights and obligations of such affiliate or successor person or entity.



     (f) Compliance with IRC Section 409A. Notwithstanding anything herein to the
contrary, (i) if at the time of Executive’s termination of employment with the Company Group
Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and the deferral of the commencement of any payments or
benefits otherwise payable hereunder as a result of such termination of employment is necessary in
order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company
will defer the commencement of the payment of any such payments or benefits hereunder (without any
reduction in such payments or benefits ultimately paid or provided to Executive) until the date
that is six months following Executive’s termination of employment with the Company Group (or the
earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of
money or other benefits due to Executive hereunder could cause the application of an accelerated or
additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if
deferral will make such payment or other benefits compliant under Section 409A of the Code, or
otherwise such payment or other benefits shall be restructured, to the extent possible, in a
manner, determined by the Board, that does not cause such an accelerated or additional tax. The
Company Group shall consult with Executive in good faith regarding the implementation of the
provisions of this Section 12(f); provided that neither the Company Group nor any of its
employees or representatives shall have any liability to Executive with respect to thereto. For
purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as
a “separate payment” within the meaning of the Section 409A of the Code, and references herein to
Executive’s “termination of employment” shall refer to Executive’s separation from service
with the Company Group within the meaning of Section 409A. To the extent any reimbursements or
in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under
Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in
a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).



     (g) Indemnification. The Company Group shall maintain directors and officers liability
insurance in commercially reasonable amounts (as reasonably determined by the Board), and the
Executive shall be covered under such insurance to the same extent as any other senior executive of
the Company Group. In addition, the Company Group shall, to the maximum extent permitted by law,
and under the Company’s or Holding’s Charter, Bylaws or standing or other resolutions, defend,
indemnify and hold harmless the Executive from and against any and all claims made against the
Executive concerning or relative to his service, actions or omissions on behalf of the Company
Group as an officer, employee, director or agent thereof.



     (h) Successors; Binding Agreement. This Agreement shall inure to the benefit of and
be binding upon personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.



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     (i) Notice. For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three days after it has been mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth below in this Agreement, or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.



     If to any member of the Company Group:


CBaySystems Holdings Limited

9009 Carothers Parkway

Franklin, TN 37062




     Attention: Chief Executive Officer



     If to Executive:



     To the most recent address of Executive set forth in the personnel records of the
Company Group.



     (j) Executive Representation. Executive hereby represents to the Company Group that
the execution and delivery of this Agreement by Executive and the Company Group and the performance
by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any employment agreement or other agreement or policy to which Executive
is a party or otherwise bound.



     (k) Prior Agreements. This Agreement supercedes all prior agreements and
understandings (including verbal agreements) between Executive and the Company Group and/or its
affiliates regarding the terms and conditions of Executive’s employment with the Company Group
and/or its affiliates.



     (l) Cooperation. Executive shall provide Executive’s reasonable cooperation in
connection with any action or proceeding (or any appeal from any action or proceeding) which
relates to events occurring during Executive’s employment hereunder. This provision shall survive
any termination of this Agreement.



     (m) Withholding Taxes. The Company Group may withhold from any amounts payable under
this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to
any applicable law or regulation.



     (n) Counterparts. This Agreement may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.



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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 

	CBAY INC.

	 	V. RAMAN KUMAR
	 
	 	 
	/s/ Clyde Swoger

	 	/s/ V. Raman Kumar
	 	 	 
	By: Clyde Swoger
	 	 
	Title: CFO
	 	 
	 
	 	 
	CBAYSYSTEMS HOLDINGS LIMITED
	 	 
	/s/ Clyde Swoger
	 	 
	 	 	 
	By: Clyde Swoger
	 	 
	Title: CFO
	 	 
	 
	 	 
	CBAYSYSTEMS (INDIA) PVT. LTD.
	 	 
	/s/ P.A. Sudhir
	 	 
	 	 	 
	By: P.A. Sudhir
	 	 
	Title: Group Controller
	 	 






 









 





EXHIBIT A





	1.	 	Responsibilities that arise from time to time stemming from Executive’s personal investments.