exv10w12







Exhibit 10.12




MANAGEMENT STOCKHOLDER’S AGREEMENT




          This Management Stockholder’s Agreement (this “Agreement”) is entered into as of
______ (the “Effective Date”) among CBaySystems Holdings Limited, a company incorporated in
the British Virgin Islands (including any successors thereto, 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
and the Management Stockholder being hereinafter collectively referred to as the
“Parties”). All capitalized terms not immediately defined are hereinafter defined in
Section 6(a) of this Agreement.




          WHEREAS, pursuant to the Subscription Agreement, dated as of May 21, 2008 (the
“Subscription Agreement”), by and among the Company, SAC CBI, and only for purposes of
Section 4.13, Section 6.2(e), Section 6.2(g) and Article 8 thereof, S.A.C. Private Capital Group,
LLC, SAC CBI agreed to subscribe for new ordinary shares of common stock (the “Common
Stock”), par value $0.10 per share, of the Company (the “Subscription”);




          WHEREAS, in connection with the Subscription, the Management Stockholder has been selected by
the Company to receive options to purchase shares of Common Stock (together with any options to
purchase shares of Common Stock granted in the future, the “Options”) pursuant to the terms
set forth below and the terms of the Company’s 2007 Equity Incentive Plan (the “Option
Plan”) and the Stock Option Agreement entered into by and between the Company and the
Management Stockholder in respect thereof (the “Option Agreement”).




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




          1. 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 MANAGEMENT STOCKHOLDER’S AGREEMENT DATED AS OF APRIL 17, 2009 BETWEEN
CBAYSYSTEMS HOLDINGS LIMITED (THE “COMPANY”) 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 Register of Members 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, 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, S-4
or any successor or similar form), the Management Stockholder will not effect any public sale or
distribution of any shares of Common Stock 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
effective date of such registration statement, unless otherwise agreed to in writing by the
Company; provided, that the transfer restrictions (lock-up) described in this
Section shall only apply to the extent the Principal Stockholders are subject to such restrictions.




          (e) The Management Stockholder represents and warrants that (i) with respect to the Option
Stock, the Management Stockholder has received and reviewed the Option Agreement, the 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 1(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




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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.




          2. Sales to Third Parties.




          (a) The Management Stockholder hereby agrees that he shall not directly or indirectly, assign,
gift, offer, convey, pledge, transfer, sell, assign, pledge, hypothecate, encumber or otherwise
dispose of (collectively, “Transfer”) at any time during the period commencing on the date
hereof and ending on the earlier of (i) the third anniversary of the Closing Date and (ii) the
occurrence of a Change in Control:





     (i) any shares of Option Stock, without the prior written consent of SAC CBI, which
consent may be (i) withheld in the sole discretion of SAC CBI, or (ii) given subject to
reasonable terms and conditions determined by SAC CBI in its sole discretion; or




     (ii) any shares of Common Stock (other than Option Stock), without the prior written
consent of the Company, which consent shall have been authorized by a majority of the
members of the Board and which consent may be (i) withheld in the sole discretion of the
Board, or (ii) given subject to reasonable terms and conditions determined by the Board in
its sole discretion.


The Management Stockholder further agrees that in connection with any Transfer consented to
pursuant to this Section 2(a), 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 2 shall be null and void ab initio and shall have no
force or effect.




          (b) Notwithstanding the foregoing, nothing in this Section 2 shall prevent the Transfer of any
shares of Common Stock by the Management Stockholder pursuant to Sections 3 and 4 of this Agreement
and 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 Board.




          3. Drag-Along Rights.




          (a) If a Principal Stockholder at any time, or from time to time, in one transaction or a
series of related transactions, proposes to Transfer shares of Common Stock (or rights to acquire
Common Stock) to one or more Persons (a “Third Party Purchaser”),




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then such Principal
Stockholder shall have the right (a “Drag-Along Right”), but not the obligation, to require
the Management Stockholder to tender for purchase to the Third Party Purchaser, on the same terms
and conditions as apply to the Principal Stockholder, a number of shares of Common Stock and vested
Options (including any options that vest as a result of the consummation of the Transfer to the
Third Party Purchaser) that, in the aggregate, equal the lesser of (A) the number derived by
multiplying (1) the total number of shares of Common Stock owned by the Management Stockholder
(including shares of Common Stock issuable in respect of all vested Options held by the Management
Stockholder whether or not exercised and including any options that vest as a result of the
consummation of the Transfer to the Third Party Purchaser to the extent the per share consideration
offered by the Third Party Purchaser(s) is greater than the exercise price of such rights to
acquire Common Stock); by (2) a fraction, the numerator of which is the total number of shares of
Common Stock to be sold by the Principal Stockholder in connection with the transaction or series
of related transactions and the denominator of which is the total number of the then outstanding
shares of Common Stock (including shares issuable upon the exercise of rights to acquire Common
Stock to the extent the per share consideration offered by the Third Party Purchaser(s) is greater
than the exercise price of such rights to acquire Common Stock) held by the Principal Stockholder;
or (B) the number of shares as the Principal Stockholder shall designate in the Drag-Along Notice
(as defined below).




          (b) If a Principal Stockholder elects to exercise its Drag-Along Right under this Section 3
with respect to the shares of Common Stock held by the Management Stockholder, such Principal
Stockholder shall notify the Management Stockholder in writing (the “Drag-Along Notice”).
Each Drag-Along Notice shall set forth: (i) the proposed amount and form of consideration and terms
and conditions of payment offered by the Third Party Purchaser(s) and a summary of any other
material terms pertaining to the Transfer (the “Third Party Terms”); and (ii) the number of
shares of Common Stock and vested Options that the Principal Stockholder elects the Management
Stockholder to sell in the Transfer. The Drag-Along Notices shall be given at least five (5) days
before the closing of the proposed Transfer.




          (c) Upon the giving of a Drag-Along Notice, the Management Stockholder shall be obligated to
sell the number of shares of Common Stock and vested Options set forth in the Management
Stockholder’s Drag-Along Notice on the Third Party Terms.




          (d) At the closing of the Transfer to any Third Party Purchaser(s) pursuant to this Section 3,
the Third Party Purchaser(s) shall remit to the Management Stockholder the consideration for the
total sales prices of the Common Stock and unexercised vested Options held by the Management
Stockholder sold pursuant hereto minus any consideration to be escrowed or otherwise held
back in accordance with the Third Party Terms, and minus the aggregate exercise price of
any unexercised vested Options being Transferred by the Management Stockholder to the Third Party
Purchaser(s), against delivery by the Management Stockholder of certificates for Common Stock, duly
endorsed for Transfer or with duly executed stock powers and, as applicable, an instrument
evidencing the transfer or the cancellation of the unexercised vested Options subject to the
Drag-Along Right reasonably acceptable to the Company, and the compliance by the Management
Stockholder with any other conditions to closing generally applicable to the Principal Stockholder
and all other holders of Common Stock selling shares in the transaction.





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          4. Tag-Along Rights.




          (a) If a Principal Stockholder at any time proposes to Transfer shares of Common Stock (or
rights to acquire Common Stock) to a Third Party Purchaser (other than a Principal Stockholder), in
a single Transfer or a series of related Transfers constituting a Change in Control, then the
Management Stockholder shall have the right (the “Tag-Along Right”) to require that the
Principal Stockholder may not consummate such Transfer unless the proposed Third Party Purchaser
purchases from the Management Stockholder, on the same terms and conditions as apply to the
Principal Stockholder, up to the number of shares of Common Stock (including any shares of Common
Stock issuable upon the exercise of vested Options to the extent the per share consideration
offered by the Third Party Purchaser(s) is greater than the exercise price of such rights to
acquire Common Stock) (including such options that vest as a result of the consummation of the
Transfer to the Third Party Purchaser)) equal to the number derived by multiplying (x) the total
number of shares of Common Stock that the proposed Third Party Purchaser has agreed or committed to
purchase, by (y) a fraction, the numerator of which is the total number of shares of Common Stock
(including any shares of Common Stock issuable upon the exercise of vested Options) (including
options that vest as a result of the consummation of the Transfer to the Third Party Purchaser))
owned by the Management Stockholder, and the denominator of which is the aggregate number of shares
of Common Stock owned by the Principal Stockholder (including shares issuable upon the exercise of
rights to acquire Common Stock), the Management Stockholder and all other holders of Common Stock
who have exercised a Tag-Along Right similar to the rights granted to the Management Stockholder in
this Section 4 or are otherwise participating in such transaction (including any shares of Common
Stock issuable upon the exercise of vested Options to the extent the per share consideration
offered by the Third Party Purchaser(s) is greater than the exercise price of such rights to
acquire Common Stock) (including such options that vest as a result of the consummation of the
Transfer to the Third Party Purchaser)).




          (b) A Principal Stockholder shall notify the Management Stockholder in writing in the event
such Principal Stockholder proposes to make a Transfer or series of Transfers giving rise to a
Tag-Along Right at least five (5) days prior to the date on which the Principal Stockholder expects
to consummate such Transfer (the “Sale Notice”) which notice shall specify the number of
shares of Common Stock which the Third Party Purchaser intends to purchase in such Transfer. The
Tag-Along Right may be exercised by the Management Stockholder by delivery of a written notice to
the Principal Stockholder proposing to sell the shares of Common Stock (the “Tag-Along
Notice”) within three (3) days following receipt of the Sale Notice from the Principal
Stockholder. The Tag-Along Notice shall state the number of shares of Common Stock (including any
shares of Common Stock issuable upon the exercise of vested Options to the extent the per share
consideration offered by the Third Party Purchaser(s) is greater than the exercise price of such
rights to acquire Common Stock) (including such options that vest as a result of the consummation
of the Transfer to the Third Party Purchaser)) that the Management Stockholder proposes to include
in such Transfer to the proposed Third Party Purchaser (not to exceed the number as determined
above); provided that, in the case of any shares of Common Stock issuable upon the
exercise of vested Options, the Principal Stockholder may require the Management Stockholder to
exercise such vested Options, in whole or in part, prior to or simultaneously with the Transfer(s)
described in Section 4(a). In the event that the proposed Third Party Purchaser does not purchase
the specified number of shares of Common Stock (including any shares of Common Stock issuable upon
the exercise of vested Options to the extent the per share




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consideration offered by the Third Party
Purchaser(s) is greater than the exercise price of such rights to acquire Common Stock and
including such options that vest as a result of the consummation of the Transfer to the Third Party
Purchaser) from the Management Stockholder on the same terms and conditions as specified in the
Sale Notice, then the Principal Stockholder shall not be permitted to sell any shares of Common
Stock to the proposed Third Party Purchaser unless the Principal Stockholder purchases from the
Management Stockholder such specified number of shares of Common Stock (including any shares of
Common Stock issuable upon the exercise of vested Options to the extent the per share consideration
offered by the Third Party Purchaser(s) is greater than the exercise price of such rights to
acquire Common Stock and including such options that vest as a result of the consummation of the
Transfer to the Third Party Purchaser) on the same terms and conditions as specified in such Sale
Notice.




          (c) At the closing of the Transfer to any Third Party Purchaser pursuant to this Section 4,
the Third Party Purchaser shall remit to the Management Stockholder who exercised his Tag-Along
Right the consideration for the total sales price of the Common Stock and unexercised vested
Options held by the Management Stockholder sold pursuant hereto minus any such
consideration to be escrowed or otherwise held back in accordance with the Third Party Terms, and
minus the aggregate exercise price of any unexercised vested Options being Transferred by
the Management Stockholder to the Third Party Purchaser, against delivery by the Management
Stockholder of certificates for Common Stock, duly endorsed for Transfer or with duly executed
stock powers and an instrument evidencing the transfer or the cancellation of the vested Options
subject to the Tag-Along Right reasonably acceptable to the Company, and the compliance by the
Management Stockholder with any other conditions to closing generally applicable to the Principal
Stockholder and all other holders of Common Stock selling shares in the transaction.




          5. Cooperation.




          (a) In the event of (i) the exercise of a Drag-Along Right pursuant to Section 3 or (ii) a
Change in Control triggering a Tag-Along Right pursuant to Section 4, the Management Stockholder
shall, to the extent permitted by applicable law, consent to and raise no objections against the
transaction, and if the transaction is structured as a sale of stock, the Management Stockholder
shall take all actions that the Board reasonably deems necessary or desirable in connection with
the consummation of the transaction. Without limiting the generality of the foregoing, the
Management Stockholder agrees to (A) consent to and raise no objection against the transaction; (B)
execute any Common Stock purchase agreement, merger agreement or other agreement entered into with
the Third Party Purchaser with respect to the transaction setting forth the Third Party Terms and
any ancillary agreement with respect thereto; (C) vote the Common Stock held by the Management
Stockholder in favor of the transaction; and (D) refrain from the exercise of dissenters’ appraisal
rights with respect to the transaction.




          (b) If the Company or the holders of the Company’s securities enter into any negotiation or
transaction for which Rule 506 (or any similar rule then in effect) promulgated under the Act, may
be available with respect to the negotiation or transaction (including a merger, consolidation, or
other reorganization), the Management Stockholder, if he is not an accredited investor, shall, if
requested by the Company, appoint a purchaser representative (as defined in Rule 501 of the Act)
reasonably acceptable to the Company. If the purchaser representative is designated by the
Company, the Company shall pay the fees of the purchaser representative, but if the Management
Stockholder appoints another purchaser




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representative, the Management Stockholder shall be
responsible for the fees of the purchaser representative so appointed.




          (c) The Management Stockholder shall bear its pro-rata share of the costs of any transaction
in which it sells shares of Common Stock and/or vested Options (based upon the net proceeds
received by the Management Stockholder in such transaction) to the extent such costs are incurred
for the benefit of all holders of Common Stock and vested Options and are not otherwise paid by the
Company or the acquiring party.




          6. Definitions.




          (a) Definitions. All capitalized terms used in this Agreement and not defined herein shall
have such meaning as such terms are defined in the Option Plan. Terms used herein and 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 Company, any of its
subsidiaries or the Management Stockholder be considered an “Affiliate” of the Principal
Stockholders.



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



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



     “Cause” shall mean the Company or an Affiliate having “Cause” to terminate the
Management Stockholder’s employment, as defined in any employment agreement between the Management
Stockholder and the Company or an Affiliate; provided, that in the absence of an
employment agreement containing such a definition, the Company or an Affiliate shall have “Cause”
to terminate the Management Stockholder’s employment upon: (i) a determination by the Board that
the Management Stockholder failed to substantially perform the Management Stockholder’s duties
(other than any such failure resulting from the Management Stockholder’s Disability) which is not
remedied within 30 days after receipt of written notice from the Company’s specifying such failure;
(ii) the Management Stockholder’s conviction, or plea of nolo contendere for any felony or crime
involving moral turpitude; (iii) the Management Stockholder’s unlawful use (including being under
the influence) or possession of illegal drugs on the Company’s premises or while performing the
Management Stockholder’s duties and responsibilities; or (iv) the Management Stockholder’s
commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of
fiduciary duty against the Company.



     “Change in Control” shall mean and shall be deemed to have occurred if SAC Private
Capital Group, LLC and its Affiliates cease to have the right or the ability by voting power,
contract or otherwise to directly or indirectly elect or designate for election at least three (3)
directors to the Board of Directors of the Company.



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     “Closing Date” shall mean the date of closing of the Subscription pursuant to the
Subscription Agreement.



     “Common Stock” shall have the meaning set forth in the Recitals.



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



     “Disability” shall mean “Disability” as defined in any employment agreement between
the Management Stockholder and the Company or an Affiliate; provided, that in the
absence of an employment agreement containing such a definition, “Disability” shall mean the
Management Stockholder’s inability to perform, with or without reasonable accommodation, the
essential functions of the Management Stockholder’s position for a total of three months during any
six month period as a result of incapacity due to mental or physical illness as determined by a
physician selected by the Company or its insurers and acceptable to the Management Stockholder or
the Management Stockholder’s legal representative, such agreement as to acceptability not to be
unreasonably withheld or delayed.



     “Fair Market Value” of shares of the Common Stock, as of any date of determination,
shall be determined by the Board as follows:




     (i) If the Common Stock is listed on one or more National Securities Exchanges (within
the meaning of the Exchange Act) or an equivalent foreign exchange, each share of Common
Stock to be repurchased shall be valued at the average of the closing prices of a share of
Common Stock on the principal exchange on which the shares are then trading for the period
of ten consecutive trading days ending on the most recent trading day preceding such date of
determination;




     (ii) If the Common Stock is not traded on a National Securities Exchange or an
equivalent foreign exchange but is quoted on Nasdaq or a successor quotation system and the
Common Stock is listed as a National Market Issue under the NASD National Market System,
each share of Common Stock to be repurchased shall be valued at the average of the mean
between the closing representative bid and asked prices for a share of Common Stock for the
period of ten consecutive trading days ending on the most recent trading day preceding such
date of determination as reported by Nasdaq or such successor quotation system; or




     (iii) If the Common Stock is not publicly traded on a National Securities Exchange and
is not quoted on Nasdaq or a successor quotation system, the Fair Market Value of the Common
Stock to be repurchased shall be determined in good faith by the Board in its sole
discretion, with reference to the most recent valuation of the Common Stock requested by the
Board and performed by an independent valuation consultant or appraiser of nationally
recognized standing (which may be the Company’s independent accounting firm) selected by the
Board (with the Management Stockholder not participating in such selection) and with such
adjustment to the appraisal by said independent valuation consultant or appraiser to the
date of the exercise of the Involuntary Transfer Repurchase Right, as the Board, acting in
good faith, in its sole discretion deems appropriate.



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



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



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



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



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



     “Principal Stockholders” shall mean SAC CBI and its successors.



     “Public Offering” shall mean the sale of shares of Common Stock to the public
subsequent to the date hereof 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).



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



          7. Rights to Negotiate Repurchase Price. Nothing in this Agreement shall be deemed to
restrict or prohibit the Company from purchasing, redeeming or otherwise acquiring for value shares
of Common Stock or Options from the Management Stockholder, at any time, upon such terms and
conditions, and for such price, as may be mutually agreed upon in writing between the Parties,
whether or not at the time of such purchase, redemption or acquisition circumstances exist which
specifically grant the Company the right to purchase shares of Common Stock or any Options under
the terms of this Agreement; provided that no such purchase, redemption or
acquisition shall be consummated, and no agreement with respect to any such purchase, redemption or
acquisition shall be entered into, without the prior approval of the Board.




          8. Covenant Regarding 83(b) Election. Except as the Company may otherwise agree in
writing, the Management Stockholder hereby covenants and agrees that the Management Stockholder
will make an election provided pursuant to Treasury Regulation 1.83-2 with respect to the Option
Stock when first acquired by the Management Stockholder; and the Management Stockholder further
covenants and agrees that he will furnish the Company with copies of the forms of election the
Management Stockholder files within thirty (30) days after the date hereof, and within thirty (30)
days after each exercise of the Management Stockholder’s Options and with evidence that each such
election has been filed in a timely manner.




          9. Recapitalizations, etc. The provisions of this Agreement shall apply, to the full
extent set forth herein with respect to the Common Stock or the 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 Options by reason of any stock dividend, split, reverse
split, combination, division, recapitalization, liquidation, reclassification, merger,
consolidation or otherwise.




          10. 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




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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, with or without Cause, 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.




          11. 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. In the case of a transferee permitted under Section 2(a)
hereof, such transferee shall be deemed a Management Stockholder hereunder; provided,
however, that no transferee (including without limitation, transferees referred to in
Section 1(a) or Section 2(a) hereof) shall derive any rights under this Agreement unless and until
such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of
this Agreement. This Agreement shall be assumed mutatis mutandis by any successor to the Company
in any transaction that does not constitute a Change in Control.




          12. Amendment. This Agreement may be amended by resolution of the Board; provided
that the amendment has been approved by the Principal Stockholders; and, provided, further, that
any such amendment that would materially adversely affect the rights of the Management Stockholder
shall not to that extent be effective without the written consent of the Management Stockholder.




          13. Closing. Except as otherwise provided herein, the closing of each purchase and
sale of shares of Common Stock pursuant to this Agreement shall take place at the principal office
of the Company on the tenth business day following delivery of the notice by either Party to the
other of its exercise of the right to purchase or sell such Common Stock hereunder.




          14. 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.





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          (c) Notwithstanding the foregoing, the Management Stockholder acknowledges and agrees that the
Company, its subsidiaries, the Principal Stockholders and any of their respective Affiliates shall
be entitled to injunctive or other relief in order to enforce the covenants set forth in Section 19
of this Agreement.




          (d) 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 otherwise determined by the arbitrator.




          15. Miscellaneous.




          (a) In this Agreement all references to “$” are to United States dollars and 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.




          16. 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.




          17. 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

2661 Riva Road

Building 1000, Fifth Floor

Annapolis, Maryland 21401

Facsimile: 410.266.9409

Attention: Raman Kumar



with a copy to (which shall not constitute notice):



Jones Day

77 West Wacker Drive

Chicago, Illinois 60601

Facsimile: 312.782.8585

Attention: Philip S. Stamatakos, Esq.



and



CMS Cameron McKenna LLP





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Mitre House

160 Aldersgate Street

London EC1A 4DD

United Kingdom

Facsimile: 44.20.7367.2000

Attention: Peter Smith, Esq.




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



c/o S.A.C. Capital Advisors, LLC

72 Cummings Point Rd

Stamford, Connecticut 06902

Facsimile: 203.823.4209

Attention: General Counsel



with a copy to (which shall not constitute notice):



Simpson Thacher & Bartlett LLP

1999 Avenue of the Stars

29th Floor

Los Angeles, California 90067

Facsimile: 310.407.7502

Attention: Daniel Clivner, Esq.




          (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.




          18. Covenant Not to Disparage.




          (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 18 (i) while the Management Stockholder is receiving severance payments under any
agreement or plan, the Company may cease making payments thereunder and the Management Stockholder
must repay all amounts previously received from the Company thereunder; (ii) the Management
Stockholder agrees to repay all amounts received, if any, from the Company or any of its affiliates
with respect to the purchase of Common Stock from the Management Stockholder in connection with the
termination of the Management Stockholder’s employment with the Company; and (iii) the Management
Stockholder agrees to pay the amount of damages the Company can reasonably demonstrate it 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 in enforcing its
rights hereunder in court or other legal proceedings if the Company prevails in such proceedings.





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          (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 18. 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 18 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 18.




          19. Irrevocable Proxy.




          (a) In accordance with Section 82(5) of the BVI Business Companies Act, 2004 and Article 64 of
the Company’s articles of association, the Management Stockholder hereby irrevocably appoints SAC
CBI and any authorized representatives and designees thereof as its lawful proxy and
attorney-in-fact to exercise with full power in the Management Stockholder’s name and on its
behalf, the Management Stockholder’s right to vote all of the shares of outstanding Common Stock
then (or, as applicable, on the record date for such action) owned by the Management Stockholder at
any regular or special meeting of the stockholders of the Company, or written consent in lieu
thereof, in such proxy holder’s sole discretion, on any and all matters, including in favor of or
in opposition to directors. This proxy is irrevocable and is coupled with an interest and shall
not be terminable as long as this Agreement remains in effect and, if the Management Stockholder is
a natural person, shall not terminate on the Disability or incompetence of the Management
Stockholder. The Company is hereby requested and directed to honor this proxy upon its
presentation by SAC CBI and any authorized representatives and designees thereof, without any duty
of investigation whatsoever on the part of the Company. The Management Stockholder agrees that the
Company, including the Company’s officers, directors and employees, shall not be liable to the
Management Stockholder for honoring this proxy. If, for any reason, this proxy is unenforceable,
the Management Stockholder agrees to vote all shares of outstanding Common Stock then (or, as
applicable, on the record date for such action) owned by the Management Stockholder at any regular
or special meeting of the stockholders of the Company, or written consent in lieu thereof, as
directed by SAC CBI in SAC CBI’s sole discretion, on any and all matters, including in favor of or
in opposition to directors. The Management Stockholder agrees to renew the granting of this proxy
every twelve (12) months following the execution of this Agreement, if requested. If requested
from time to time by SAC CBI, the Management Stockholder will execute a separate form of proxy
consistent with this Section 19(a) that applies with respect to one or more particular matters to
be voted on by the stockholders.




          (b) Notwithstanding the foregoing, no provision of Section 19(a) shall be effective if such
provision of Section 19(a) shall be deemed to give rise under the Memorandum of Association and
Articles of Association of the Company (as amended from time to time, the “Memorandum and
Articles”) to an obligation of SAC CBI or any of its Affiliates or successors to purchase or
make an offer to purchase any or all shares of Common Stock (including pursuant to Article 163 of
the Memorandum and Articles).




          20. Exercisability of Options. If the Management Stockholder is a Leaver (as defined in
the Share Option Agreement between the Management Stockholder and the Company dated _______ (the
“Share Option Agreement”)) for any reason other than one specified in sub-clause (a) or (c)
of clause 3.4 of the Share Option Agreement, the Options shall continue to be exercisable over
those shares of Common Stock in relation to which the Options have vested as of the date that the
Management Stockholder becomes a Leaver




13









 







provided that the Management Stockholder must exercise such
Options (if at all) within the period of three years following the date that the Management
Stockholder becomes a Leaver (but in no event beyond the end of the “Option Period,” as
defined in the Share Option Agreement), failing which the Options shall lapse; provided,
that if on the date the Management Stockholder becomes a Leaver the Common Stock is not
publicly traded on a National Securities Exchange and is not quoted on Nasdaq or a successor
quotation system, then such exercise must take place (if at all) within the period of ninety days
following the date that the Management Stockholder becomes a Leaver (but in no event beyond the end
of the Option Period), failing which the Options shall lapse; provided, further,
that if on the date the Management Stockholder becomes a Leaver the Common Stock is
publicly traded on a National Securities Exchange or is quoted on Nasdaq or a successor quotation
system, and the Common Stock ceases to be publicly traded on a National Securities Exchange or
quoted on Nasdaq or a successor quotation system prior to the third anniversary of date the
Management Stockholder becomes a Leaver, then such exercise must take place (if at all) prior to
the earlier of (a) the 90th day following the date that the Common Stock ceases to be publicly
traded on a National Securities Exchange or quoted on Nasdaq or a successor quotation system and
(b) the third anniversary of date the Management Stockholder becomes a Leaver (but in no event
beyond the end of the Option Period), failing which the Options shall lapse.




          21. Compliance. The parties hereto agree that performance of this Agreement shall be
subject to the Memorandum and Articles and the laws of the British Virgin Islands and all other
applicable laws and regulations.




          22. Termination. This Agreement shall terminate on the earlier of (a) date that is
eight years from the date hereof and (b) the date on which SAC CBI no longer holds, directly or
indirectly, any shares of Common Stock or any equity interests of any successor to the Company.




[Signatures on next pages.]





14









 








          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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