Exhibit 10.1


SEPARATION
AGREEMENT


 


 


                                                                                                THIS SEPARATION AGREEMENT is hereby made and entered into between James
M. Weiland, Senior Vice President-Sales, a California resident (“Employee”),
and MedQuist Inc. (the “Company”), a New Jersey corporation, having its
principal office at 1000 Bishops Gate Boulevard, Mount Laurel, New Jersey.


 


                                                                                                The Company and the Employee, each acting of their own free will and
intending to be legally and irrevocably bound hereby, mutually agree as
follows:


 


                                                                                                1.                                       For purposes of this Separation Agreement, the following terms shall
have the meanings given to them below:


 


“Employee” shall mean James M. Weiland and his
heirs, personal representatives, successors and assigns.


 


“Company” shall mean the Company, MedQuist
Transcriptions, Ltd., and its and their parent companies, subsidiaries,
affiliates, shareholders, predecessors and assigns, together with each and
every of their officers, directors, shareholders, employees and agents and the
heirs and executors of same (each in their respective capacity as such and
individually).


 


“Claims” shall mean any and all suits, causes of
action, complaints, charges, obligations, demands, or claims of any kind,
whether in law or in equity, direct or indirect, known or unknown, matured or
unmatured, which Employee may now have or ever had against the Company.


 


                                                                                                2.                                       Employee and the Company agree and acknowledge that Employee’s
employment with the Company terminated effective as of the close of business on
October 6, 2005 (the “Separation Date”).


 


                                                                                                3.                                       The Company shall pay Employee accrued but unpaid salary through the
Separation Date and shall pay Employee for unreimbursed expenses incurred
through the Separation Date.


 


                                                                                                4.                                       In accordance with Paragraph 5 of the November 15, 2004 agreement
between Employee and Company (the “Employment Agreement”), and in consideration
of Employee’s execution of this Separation Agreement, the Company shall pay or
provide to the Employee the following amount, and no other amounts or benefits,
as severance, less all applicable taxes and withholdings: continued payment of
Employee’s current base salary (at the base salary rate of $210,000 annually)
for a period of twelve (12) months to be paid in twelve (12) equal monthly
installments on the first of every month commencing on November 1, 2005.  All payments made in accordance with this
paragraph will be mailed to Employee at Employee’s home address of record.


 





















 


                                                                                                5.                                       In accordance
with Paragraph 5 of the Employment Agreement, and in consideration of the
Company’s obligations set forth herein, Employee hereby generally releases and
discharges the Company from any and all Claims which Employee ever had or now
has against the Company, including, without limitation, any employment related
Claims. This release specifically includes,
without limitation, any and all Claims for: (i) wages and benefits (including
without limitation salary, stock, stock options, commissions, royalties,
license fees, health and welfare benefits, paid time off, vacation pay,
personal time and bonuses); (ii) wrongful discharge and breach of contract
(whether express or implied), and implied covenants of good faith and fair
dealing; (iii) alleged employment discrimination on the basis of age, race,
color, religion, sex, national origin, veteran status, and/or handicap, in
violation of any federal, state or local statute, ordinance, judicial precedent
or executive order, including but not limited to claims for discrimination
under the following statutes:  Title VII
of the Civil Rights Act of 1964, 42 U.S.C. 2000 et seq., the Civil
Rights Act of 1866, 42 U.S.C. 1981, and any similar act under applicable state
laws; (iv) under any federal or state statute relating to employee benefits or
pensions; (v) in tort (including, but not limited to, any claims for
misrepresentation, defamation, interference with contract or prospective
economic advantage, intentional infliction of emotional distress and
negligence); (vi) attorney’s fees and costs; and (vii) age discrimination or
other claims under the Age Discrimination in Employment Act, as amended, 29
U.S.C. 621 et seq., the Older Workers Benefit Protection Act, the
Rehabilitation Act of 1972, as amended, 29 U.S.C. 701 et seq. or any
similar act under applicable state laws, rules and regulations.


 


                                                                                                6.                                       Employee  agrees and acknowledges
that this Separation Agreement is a full and final general release of all
claims, including, but not limited to unknown, unanticipated, and undisclosed
losses, wrongs, injuries, claims and damages that arise wholly or in part from
any act or omission occurring before this Separation Agreement becomes
effective, and that this constitutes an essential term of this Separation
Agreement.  Therefore, Employee agrees
and acknowledges that this Separation Agreement waives and releases any claims
which would otherwise be preserved by operation of section 1542 of the
California Civil Code, which provides: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known to him or her must have
materially affected his or her settlement with the debtor.”


 


                                                                                                7.                                       Employee agrees and acknowledges the significance and consequence of
this Separation Agreement and of each specific release and waiver, and
expressly agrees that this Separation Agreement shall be given full force and
effect according to each and all of its express terms and provisions, including
those relating to unknown and unsuspected claims, demands, obligations, and
causes of action, if any, as well as those relating to any other claims,
demands, obligations or causes of action herein above-specified.


 


                                                                                                8.                                       All remedies at law or in equity shall be available for the enforcement
of this Separation Agreement.  This
Separation Agreement may be pleaded as a full bar to the enforcement of any
claim which Employee may have against the Company.  If Employee violates the release contained
herein, in addition to all other legal and equitable remedies available to the
Company, Employee understands and agrees that any such violation of the terms
of this Separation Agreement shall result in immediate termination of the
Company’s obligation to make further payment(s) under this Separation
Agreement.


 


                                                                                                9.                                       Employee agrees and acknowledges that neither the execution of this
Separation Agreement by the Company, nor the terms hereof constitute an
admission by the Company of liability with respect to any possible Claim which
was or could have been made by Employee.


 





















 


                                                                                                10.                                 On or before 5:00 p.m. on October 7, 2005 the Employee shall return to
the Company all property belonging to the Company that has been provided to the
Employee and also all property that is in the Employee’s possession or control,
including, without limitation, laptop computer(s), computers, computer accessories,
cell phones, cell phone accessories, credit cards, and copies or abstracts of
any proprietary or confidential information.


 


                                                                                                11.                                 Employee agrees and acknowledges that Employee shall be considered an
Employee of the Company only through October 6, 2005. Except for the payment
obligations specifically set forth herein, any other rights Employee shall have
as an employee of the Company shall terminate as of October 6, 2005.


 


                                                                                                12.                                 The Employee  agrees and
acknowledges that the Employee has waived any right to reinstatement to
employment with the Company, and the Employee further agrees not to take legal
action of any kind as a result of a refusal by the Company to consider the
Employee for employment after the date of this Separation Agreement.


 


                                                                                                13.                                 The Employee
agrees and acknowledges that, in accordance with the terms of the Employment
Agreement, Paragraph 4 of the Employment Agreement shall survive Employee’s
termination of employment; provided, however, that the Company and Employee
agree that the time period set out in Section 4(c) of the Employment Agreement
is hereby reduced to twelve (12) months. 
The parties further agree and acknowledge that all other terms of the
Employment Agreement shall terminate in accordance with their provisions as of
October 6, 2005.


 


                                                                                                14.                                 In response to
any inquiries from future or prospective employers concerning Employee, it is
agreed that the Company will confirm only dates of employment, title of
position held, and last salary.


 


                                                                                                15.                                 Employee agrees that he will cooperate fully with the
Company and its counsel with respect to any matter, including, but not
limited to, any litigation, investigation, or governmental proceeding or
internal Company review, which relates to matters with which Employee was
involved during the period in which he was employed by the Company, or
concerning which the Company reasonably determines Employee may have responsive
or relevant information. Such cooperation includes, but is not limited to, full
disclosure of all relevant information and truthfully testifying on the Company’s
behalf in connection with any such litigation, proceeding, investigation or
review.  In addition, such cooperation
shall include, but shall not be limited to, Employee’s making himself
reasonably available for interviews by Company or its counsel, depositions
and/or court appearances upon Company’s request.  Employee will render such cooperation in a
timely manner and at such times and places as may be mutually agreeable to the
parties.  Upon submission of appropriate
documentation, Employee shall be reimbursed by the Company for reasonable
travel, lodging, meals, and telecommunications expenses incurred in cooperating
with the Company under the terms of this provision.  Except as required by operation of law,
Employee agrees that he will immediately notify the Company if he is contacted
for an interview or if he receives a subpoena in any matter relating in any way
to his employment with the
Company. Employee further agrees that he will not initiate any communication with
a member of the press regarding his employment with the Company and that if he
is contacted by the press for any such information, he will decline comment and
refer the person seeking information to the Company.


 





















 


                                                                                                16.                                 Employee has been advised that he has twenty-one (21) days in which to
consider this Separation Agreement and in which to consult with counsel.
Employee agrees that, in the event Employee elects to revoke the Employee’s
acceptance of this Separation Agreement, Employee will do so within seven (7)
days after executing it, by depositing (either directly or through counsel) a
letter via overnight express mail, addressed to the Company’s counsel:


 


Mark R. Sullivan


Acting General Counsel


MedQuist Inc.


1000 Bishops Gate Blvd., Suite 300


Mt. Laurel, NJ  
08054-4632


 


 


                                                                                                17.                                 a.                                       This Separation Agreement contains the entire agreement of the parties
with respect to the subject matter hereof, and shall be binding upon their
respective parties and their heirs, executors, administrators, successors and assigns.


 


                                                                                                                                                b.                                      If any provision of this Separation Agreement or the application
thereof is adjudicated to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this Separation
Agreement which can be given effect without the invalid or unenforceable
provision.


 


                                                                                                                                                c.                                       Neither this Separation Agreement nor any term hereof may be orally
changed, waived, discharged, or terminated, except by a written agreement
between the parties hereto.


 


                                                                                                                                                d.                                      This Separation Agreement shall be governed by the laws of the State of
New Jersey without regard to its conflicts of law principals.  Any action relating to this Separation
Agreement shall be brought in a state court in Burlington County, New Jersey or
in Federal Court for the District of New Jersey.


 


                                                                                                                                                e.                                       The terms of the Separation Agreement contained herein are contractual,
and not a mere recital.


 


                                                                                                18.                                 Employee represents and warrants that he is acting of his own free
will; that he has had the opportunity to seek the advice of counsel with
respect hereto; that he has had adequate time to consider this Separation
Agreement; and that he is entering into this agreement knowingly and
voluntarily.


 





















 


                                IN
WITNESS HEREOF, Employee and the Company have caused the execution of this Separation
Agreement as of the day and year indicated below.


 


	
   

  	
   

  	
  MEDQUIST
  INC.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  James
  M. Weiland 

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: