exv10w28






Exhibit 10.28




Letter of Appointment


From: CBaySystems Holdings Limited

c/o Appleby Corporate Services (BVI) Ltd,

Palm Grove House,

P.O. Box 3190,

Road Town, British Virgin Islands




To:
[        ]




[  Date  ]




Dear [        ]
,



I am writing to record the terms on which you have been appointed to act as a non-executive
director of CBaySystems Holdings Limited (“the Company”), such appointment to take effect from
admission (“Admission”) of the enlarged issued share capital of the Company to the Alternative
Investment Market of the London Stock Exchange plc (“AIM”) following the acquisition by the Company
of 69.5% of the issued share capital of MedQuist Inc. This is not a contract of employment.




1. TERM OF OFFICE





	1.1	 	Provided that Admission takes place by 31 October 2008 and subject to paragraphs 1.2 and 1.4
your appointment as a non-executive director will continue until the annual general meeting of
the Company to be held in 2009 (“the 2009 AGM”). Provided Admission takes place you will be
expected to retire from office and to offer yourself for re-election at the 2009 AGM and
provided that you are re-elected, your appointment will continue for a further twelve months
(the “initial appointment”). Subject to paragraphs 1.2 and 1.4 and the BVI Business Companies
Act, 2004, your appointment as a non-executive director is terminable at any time (whether
during the initial appointment or afterwards if the appointment is renewed) by either party
giving the other not less than six months’ written notice.






	1.2	 	Your appointment is subject to rotation under the provisions of the Articles of Association
of the Company. Your appointment will automatically cease if you are not re-elected as a
director.






	1.3	 	We do not undertake to renew your appointment after the expiry of your initial appointment.
Your appointment for a further period or periods thereafter is, however, open to renewal with
the agreement of the parties.






	1.4	 	Your appointment will also terminate automatically:






	 	1.4.1	 	if you are disqualified from acting or you are required to vacate your office
as a director for any reason under any applicable law in the British Virgin Islands or
under the provisions of the Articles of Association of the Company; or
	 
	 	1.4.2	 	if you commit any act, whether in the course of your duties for the Company or
otherwise, which tends to bring you or the Company or any company which is a




 









 






	 	 	 	holding company of the Company or a subsidiary undertaking of the Company or of any
such holding company (“Group Company”) into disrepute or which would otherwise
justify the summary termination of your appointment; or




	 	1.4.3	 	if you breach any of the terms of this letter or your fiduciary duties to the
Company.






	1.5	 	Early termination in any of the circumstances specified in paragraphs 1.2. and 1.4 will not
give rise to any right to compensation.






	1.6	 	Your appointment will also terminate automatically when an offer for the entire issued share
capital of the Company becomes wholly unconditional (unless requested to continue in office by
the board of directors of the Company (the “Board”)) except where an offer is wholly
unconditional from the outset in which case your appointment will terminate at the end of the
offer period.






	1.7	 	If:






	 	1.7.1	 	your appointment is terminated by the Company at a date earlier than the
expiry of the initial appointment (in circumstances other than those referred to in
paragraphs 1.2 and 1.4); or
	 
	 	1.7.2	 	you resign voluntarily but solely because of your having a reasonable
objection to, or reasonable disagreement with, a Board decision on a material matter of
policy or a material commercial matter affecting the Company or the Group (meaning the
Company and its subsidiaries from time to time),






	 	 	you will be entitled to a severance payment of six months’ fees or, if less, the total
amount of fees that would have been paid under paragraph 2 had you continued in office until
the date of expiry of your appointment (whether of the initial appointment or any extension
thereof) and you agree to accept such sum in full settlement of all and any claims arising
from your non-executive directorship or its termination.





2. FEES





	2.1	 	You will be entitled to an annual fee of an aggregate sum of £10,000. For so long as this
appointment lasts or is extended, your fee will be reviewed annually by the Board.






	2.2	 	The terms of this letter do not cover any arrangements under which you perform any special
duties (outside your ordinary duties as a non-executive director), or any consultancy role for
the Company. These are matters which will be dealt with, should they arise, in separate
documentation, and you will be remunerated at a rate to be determined by the Board in respect
of such additional duties.





3. 3. EXPENSES





	3.1	 	Subject to article 89 of the Articles of Association of the Company you will be entitled to
be reimbursed reasonable and proper travelling expenses for attendance at board




 









 






	 	 	meetings, and other meetings, which the Company requires you to attend, and reasonable and
proper accommodation expenses if any meeting necessitates any overnight stay. You should not
incur any other expense for which you expect to be reimbursed without clearing the matter
with the Chairman or Chief Executive Officer of the Company before it is incurred.






	3.2	 	Subject to article 89 of the Articles of Association of the Company you will be entitled to
seek appropriate independent legal advice in relation to Company matters at the expense of the
Company up to a cost per calendar year of £500 (excluding VAT) in your capacity as an
independent non-executive director, or with the prior approval of the appropriate
sub-committee of the Board, without prior notification to the Company. If the cost of such
legal advice will or is likely to exceed £500 (excluding VAT) in any calendar year you must
obtain the prior approval of the Chairman of the Board before incurring such cost.





4. 4. DUTIES





	4.1	 	As a non-executive director you will be expected to perform your general fiduciary duties and
exercise the skill and care expected of every Director.






	4.2	 	It is the policy of the Company to follow high standards of corporate governance, and many of
our duties set out in this letter of appointment reflect the special role of the non-executive
director in the corporate governance of the Company. In this regard, in addition to the
requirements of all directors mentioned above, the role of the non-executive has the following
key elements:






	 	4.2.1	 	the strategy of the Company;
	 
	 	4.2.2	 	the performance and management of the Company, including the extent to which
agreed-goals and objectives are met;
	 
	 	4.2.3	 	present and future availability and use of resources;
	 
	 	4.2.4	 	standards of conduct, compliance and control on the Board and in the Company
generally;
	 
	 	4.2.5	 	the appointment and, where appropriate, removal of key employees and, officers
and the determination of appropriate levels of remuneration.






	 	 	You will be required to serve as a member of the Nominations Committee. You will also be
required to serve as chairman of the Remuneration Committee and you will be required to
serve on any other sub-committees of the Board and/or to accept additional appointments in
or on behalf of the Company where best practice requirements dictate that a non-executive
presence is required.






	4.3	 	You will be required to accept responsibility, publicly and, where necessary, in writing for
matters relating to the Company when required to do so by the Companies Acts, the Prospectus
Rules published by the FSA (where applicable), the AIM Rules for




 









 






	 	 	Companies published by the London Stock Exchange (“AIM Companies Rules”), or by the terms of
the City Code on Takeovers and Mergers.






	4.4	 	You will be expected to attend the scheduled Board meetings and also to participate in the
meetings of the Audit, Remuneration and Nominations Committees (as applicable) or other
committees referred to in paragraph 4.1 above whilst you sit on them.






	4.5	 	You will, of course, be subject to Rule 21 of the AIM Companies Rules relating to dealings,
by directors in shares of the Company and to the securities dealing code adopted by the
Company from time to time (“Securities Dealing Code”). A copy of the Securities Dealing Code
is available from the Company Secretary together with a note of the approved procedures
currently in force. Your obligations in this regard will also be regarded as extending to all
other companies of which you are, or may from time to time be, a director and which is a
shareholder in the Company. It is therefore a term of your appointment that you will ensure,
so far as lies within your power, that such company is also bound by the provisions of the
Securities Dealing Code in respect of dealings in the Company’s shares as if it were a person
connected with you as a director.






	4.6	 	Save as set out in this letter, your appointment does not involve the acceptance of any other
specific responsibilities, outside the general duties of any director of a company.





5.     ACCESS




       We confirm that:




	 	5.1.1	 	you will be given full access to all information in or about the Company and
its affairs which is available to the executive directors;
	 
	 	5.1.2	 	agendas for board meetings and committee meetings and all relevant papers
which require study before board meetings and committee meetings will be provided to
you in good time to allow you to consider them in advance of meetings (and likewise for
the proceedings of committees); and
	 
	 	5.1.3	 	you will be given access to the Chairman and Chief Executive Officer of the
Company and to the other executive director(s), on a personal basis, whenever you
reasonably request the same.





6.     GENERAL





	6.1	 	As a non-executive director, you should note that you do not have authority to commit the
Company in any way, nor should you make any statements on the Company’s behalf or concerning
the Company to the media, financial institutions or anyone associated with the stock market or
investor community without, the express authorisation of the Board.






	6.2	 	You will not disclose or permit to be disclosed to any person, firm or organisation outside
the Company any confidential information relating to the Company or the Group nor shall you
use to the detriment of the Company any information relating to the Company or the Group, save
where required to by law, and the provisions of this Clause 6.2 shall




 









 






	 	 	cease to apply to information which is in or which enters the public domain other than
through your own act or default. For these purposes, confidential information shall include
in particular (but without limitation):






	 	6.2.1	 	any information of a confidential nature (whether trade secrets, other private
or secret information including secrets and information relating to corporate strategy,
business development plans, product designs, intellectual property, business contacts,
terms of business with customers and potential customers and/or suppliers, annual
budgets, management accounts and other financial information); and/or
	 
	 	6.2.2	 	any confidential report or research undertaken by or for the Company or any
Group Company before or during the course of the appointment; and/or
	 
	 	6.2.3	 	lists or compilations of the names and contact details of the individuals or
clients and counterparts with whom the Company or any Group Company transacts business;
and/or
	 
	 	6.2.4	 	details of all computer systems and/or data processing or analysis software
developed by the Company or any Group Company; and/or.
	 
	 	6.2.5	 	details of the requirements, financial standing, terms of business and
dealings with any — Company or Group Company of any client of the Company or any Group
Company; and/or
	 
	 	6.2.6	 	contact details of all employees and directors of the Company or any Group
Company together with details of their remuneration and benefits; and/or
	 
	 	6.2.7	 	information so designated by the Company or any Group Company or which to your
knowledge has been supplied to the Company or any Group Company subject to any
obligation of confidentiality.






	6.3	 	On the termination of your appointment for whatever reason, you will, at the request of the
Company, resign from office as a director of the Company and all offices held by you in any
company in the Group. Should you fail to do so, the Company is hereby irrevocably authorized
to appoint some person in your name and on your behalf to sign any documents or do any things
necessary or desirable to give effect to such resignation(s).




Yours faithfully



SIGNED for and on behalf of CBaySystems Holdings Limited acting by




	 	 	 	 	 
	 	 	 
	 	 	 
	Director 	 	 
	 	 	 



 









 






	 	 	 	 	 


Yours faithfully



SIGNED for and on behalf of CBaySystems Holdings Limited acting by




	 	 	 	 	 
	 	 	 
	
 	 	 
	Director 	 	 



For the purposes of section 112 of the BV1 Business Companies Act, 2004, I consent to be a director
of CBaySystems Holdings Limited.




	 	 	 	 	 
	
 	 	 
	Director