Exhibit 10.2


SEPARATION
AGREEMENT


 


 


                                                                                                THIS SEPARATION AGREEMENT is hereby made and entered into between Terry
L. Cameron, Senior Vice President-Marketing and Business Development, a Georgia
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:


 


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


 


“Employee” shall mean Terry L. Cameron 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.


 


                                                                                                4.                                       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 amounts, and no other amounts or
benefits, as severance, less all applicable taxes and withholdings: (i)
continued payment of Employee’s current base salary (at the base salary rate of
$220,000 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; and (ii) within seven (7) days of the full execution of this
Separation Agreement, payment in one lump sum of $99,000, which constitutes 45
% of Employee’s current base salary.  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); and (vi) attorney’s fees and costs.


 


                                                                                                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.


 


                                                                                                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 (i) the time period set out in Section 4(c) of the Employment
Agreement is hereby reduced to twelve (12) months and (ii) if Employee provides
the Company with advance notice of any business or specific division of a
business with which employee desires to directly or indirectly engage in or
become financially interested in, as set forth in Section 4(c) of the
Employment Agreement, the Company shall inform Employee whether such business
is a business which is involved in business activities which are the same as or
in direct competition with business activities carried on by the Company, or
which were being definitively planned by the Company as of the Separation
Date.  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.                                 The Company agrees and acknowledges that Employee shall be permitted to
utilize


 





















 


the services of the professional placement firm,
Korn/Ferry International.


 


                                                                                                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: 

  	
   

  
	
  Terry L. Cameron

  	
   

  	
   

  	
  Howard S. Hoffmann

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: