exv10w2



 





Exhibit 10.2




March 12, 2008




Koninklijke Philips Electronics N.V.

Rembrandt Tower

Amstelplein 1

1096 HA Amsterdam,

The Netherlands




	 	 	 
	Re:

	 	Amendment to the Governance Agreement by and between Koninklijke Philips Electronics N.V.
(“Purchaser”) and MedQuist Inc. (the “Company”) dated May 22, 2000, as amended (the
“Governance Agreement”)






Ladies and Gentleman:



This letter constitutes an amendment to the Governance Agreement. The Governance Agreement shall
be amended as follows:





	 	•	 	Sections 1.1(j) through 1.1(m) are hereby renumbered to be Sections 1.1(k) through
1.1(n), respectively.
	 
	 	•	 	A new Section 1.1(j) is added to the Governance Agreement to read as follows:






“Adjustment Number” means a number determined by subtracting the number of
Independent Directors on the Board at any given time from three.




	 	•	 	A new Section 3.1(h) is hereby added to the Governance Agreement to read as follows:






The provisions of this Agreement notwithstanding, at any time that the number
of Independent Directors shall be less than three: (a) (i) if the number of
directors constituting the whole Board of Directors has otherwise been fixed
at seven directors, the number of directors constituting the whole Board of
Directors shall be set at seven less the Adjustment Number and the Board of
Directors shall consist solely of four Purchaser Directors and the Independent
Directors that remain on the Board of Directors, and (ii) if the number of
directors constituting the whole Board of Directors has not otherwise been
fixed at seven directors, the number of directors constituting the whole Board
of Directors shall be reduced by the Adjustment Number; and (b) the number of
Independent Directors on the Board of Directors is less than the number of
Independent Directors required for any particular committee of the Board of
Directors pursuant to this Agreement, the number of Independent Directors
required for such committee shall be



 









 





Koninklijke Philips Electronics N.V.

March 12, 2008

Page 2





equal to the number of Independent Directors on the Board of Directors. The
Board of Directors and the Nominating Committee shall, at any time the number
of Independent Directors is less than three, use commercially reasonable
efforts to nominate and have elected a number of Independent Directors equal
to the Adjustment Number.




	 	•	 	A new Section 3.1(i) is hereby added to the Governance Agreement to read as follows:






The provisions of this Agreement notwithstanding, the parties hereto shall use
commercially reasonable efforts to ensure that the composition of the Board of
Directors and the composition of each committee of the Board of Directors
complies with (i) any applicable laws and (ii) the rules of any stock exchange
on which the Company’s stock is listed or traded.




	 	•	 	A new clause is added to the end of Section 3.4(a)(i) to read as follows:






; provided, however, that if the number of directors constituting the whole
Board of Directors is seven or less, the Nominating Committee shall, subject
to Section 3.1(h), consist solely of two Independent Directors and one
Purchaser Director;




	 	•	 	A new clause is added to the end of Section 3.4(a)(ii) to read as follows:






; provided, however, that if the number of directors constituting the whole
Board of Directors is seven or less, the Compensation Committee shall, subject
to Section 3.1(h), consist solely of two Independent Directors and one
Purchaser Director;


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




 









 





Koninklijke Philips Electronics N.V.

March 12, 2008

Page 3



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. All capitalized terms not defined
herein shall have the same meanings as given to them in the Governance Agreement. Pursuant to the
terms of the Governance Agreement, this letter amendment has been approved by the Supervisory
Committee and will be effective as of the date it is executed by Purchaser as indicated below.




	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	MedQuist Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Howard S. Hoffmann	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Howard S. Hoffmann, CEO & President	 	 






Agreed by:




Koninklijke Philips Electronics N.V.




	 	 	 	 	 
	By:

	 	/s/ Stephen H. Rusckowski
	 	 
	 

	 	 	 	 
	 

	 	Stephen H. Rusckowski	 	 
	 

	 	Member, Royal Philips Board of	 	 
	 

	 	Management (Philips Healthcare)	 	 






Date: March 12, 2008