Exhibit
10.1


 


February 24, 2005


 


Via Overnight Mail


 


Frank Lavelle


4 Iddings Lane


Newtown Square, PA 19073


 


Dear Frank:


 


On behalf of
MedQuist Inc. (the “Company”), this letter describes the terms of your
new employment as the Company’s President, which must commence on a date
mutually agreed to in writing by you and the Company (the “Employment
Commencement Date”).  For purposes of
this Agreement, you are referred to as the “Employee.”  Other capitalized terms used in this
Agreement have the meanings defined in Section 7, below.


 


1.                                       Term.  The Company shall employ Employee hereunder
for a three-year (3) year term commencing on the Employment Commencement Date
hereof (the “Term”), which Term will be automatically extended for
additional one (1) year periods beginning on the third anniversary of the
Employment Commencement Date and upon each subsequent anniversary thereof
unless:  (a) either party provides the
other party with at least ninety (90) days’ prior written notice of its
intention not to renew this Agreement; (b) Employee resigns prior to the
expiration of the Term upon at least thirty (30) days’ prior written notice;
(c) Company terminates Employee’s employment without Cause upon at least thirty
(30) days’ prior written notice; or (d) the Employee’s employment is terminated
by the Company for Cause.


 


2.                                       Responsibilities/Reporting.  Employee shall devote his full time and
attention to the duties and responsibilities of the Company’s President and
shall report to the Interim Chief Executive Officer.  Subject to the approval of the Company’s
Board of Directors (the “Board”), Employee shall become the Company’s
Chief Executive Officer.  If and when the
Board acts to appoint Employee as Chief Executive Officer, Employee shall,
thereafter, report to the Board.  In the
event of such appointment as Chief Executive Officer, Employee shall continue
to be subject to the terms of this Agreement. 
Notwithstanding the preceding provisions of this subsection, Employee
shall not be prohibited from serving on
corporate, industry, civic, or charitable boards or committees, so long as such
activities do not interfere with the performance of Employee’s responsibilities
as an employee of the Company in accordance with this Agreement or violate Section 4
of this Agreement; provided, however, that if Employee wishes to join any such
boards or committees after the Employment Commencement Date, Employee shall
provide the Board with advance written notice and Board approval, which shall
not be unreasonably withheld, shall be required prior to Employee joining any
such board or committee.


 





















 


3.                                       Consideration.


 


a.                                       Compensation.  As consideration for all services rendered by
Employee to the Company and for the Covenants contained herein, Employee will
be entitled to:


 


(1)                                  base
salary at a minimum annual rate of $500,000, subject to review and adjustment
annually during the Term;


 


(2)                                  signing
bonus of $46,000 payable within thirty (30) days of the Employment Commencement
Date;


 


(3)                                  participate
in MedQuist’s Management Bonus Plan. 
Employee’s annual target bonus in this plan will be 50% of Employee’s
annual base salary.  The annual target
bonus is the amount that the Employee shall be eligible to receive if the
Company and Employee attain the pre-established bonus plan target objectives.  Each year, 75% of the annual target bonus
will be based upon achievement of financial objectives proposed by Company
management and approved by the Board (hereinafter “Annual Financial
Objectives”); and (b) 25% of the annual target bonus will be based upon
achievement of specific strategic and tactical initiatives proposed by Company
management and approved by the Board (hereinafter “Annual Strategic
Initiatives”).  The actual annual
bonus award may be higher or lower than the annual target bonus amount based
upon achievement of the objectives by Employee and the Company.  Management Bonus Plan target objectives shall
be developed on or before February 28th of each year of the
Management Bonus Plan.  For 2005, payment
of the annual target bonus in the amount of $250,000 is guaranteed;


 


(4)                                  receive
an annual discretionary bonus of up to 50% of base salary which shall be
payable at the discretion of the Compensation Committee of the Board;


 


(5)                                  participate
in the same employee benefit plans available generally to other full-time
employees of the Company, subject to the terms of those plans (as the same may
be modified, amended or terminated from time to time) (benefits information
package enclosed);


 


(6)                                  vacation
in accordance with the Company’s policies; provided that Employee shall be
entitled to a minimum of four (4) weeks of vacation annually;


 


(7)                                  a
car allowance of $1,500 per month;


 


(8)                                  reimbursement
of business expenses in accordance with Company policy;


 


(9)                                  reimbursement
of up to $7,500 in legal fees associated with the review and negotiation of
this Agreement; and


 


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(10)                            if
Employee’s employment is terminated by the Company without Cause, Employee
terminates for Good Reason or due to Disability, or the Company does not renew
the Term in accordance with Section 1, the severance pay and
benefits described below in Section 5.


 


b.                                      Long
Term Incentives.


 


(1)                                  Annual
Option Grant.  Employee shall be
eligible for annual grants of non-qualified stock options (“Annual Option
Grant”) to purchase Company common stock, no par value (“Common Stock”)
pursuant to the Company’s Stock Option Plan adopted May 29, 2002 or any
successor option plan adopted by the Company and approved by shareholders (the “Option
Plan”).  The Annual Option Grant
shall have a target value, based on an accepted option pricing methodology
chosen by the Company, of 100% of Employee’s base salary for the year in which
such Annual Option Grant is made, subject to the following:


 


A.                                 Employee
shall be eligible for 75% of the Annual Option Grant upon achievement of the
Annual Financial Objectives and an additional 25% of the Annual Option Grant
upon achievement of Annual Strategic Initiatives.  The Annual Option Grant shall be made in
accordance with the terms of the Option Plan within thirty (30) days after the
Company has determined that the objectives and initiatives have been met;
provided that, with respect to any year, the Company shall make such
determination not later than the end of the first calendar quarter following
such year.


 


B.                                   Fifty
percent (50%) of the options subject to the Annual Option Grant shall have an
exercise price equal to fair market value of the Common Stock on the date of
grant; 25% of such options shall have an exercise price equal to 125% of fair
market value of the Common Stock on the date of grant; and 25% of such options
shall have an exercise price of 150% of fair market value of the Common Stock
on the date of grant.


 


C.                                   If
the Employee is not eligible for the entire target grant with respect to any
year, the preceding exercise prices shall be applied proportionally to that
portion of the Annual Option Grant that is made.


 


D.                                  Each
Annual Option Grant shall vest in equal 20% installments on each of the first
five (5) anniversaries of the applicable grant date, subject to Employee’s
continued employment with the Company.


 


E.                                    Each
Annual Option Grant shall be subject to the terms and conditions of the Option
Plan and the Stock Option Agreement that will be issued if and when the grant
becomes effective.


 


(2)                                  Restricted
Stock In Lieu of Annual Option Grant. 
In lieu of one or more of the Annual Option Grants provided for in the
preceding subsection (1), the Board may issue shares of Common Stock that
are subject to restrictions and a risk of forfeiture (“Restricted Stock
Grant”); provided that any such grant shall be pursuant to a


 


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plan approved by the Company’s shareholders (a “Restricted Stock
Plan”).  If the Board determines to
grant a Restricted Stock Grant, the value of any such grant shall equal the
value of the Annual Option Grant, which shall based on an accepted option
pricing methodology chosen by the Company, to which Employee is otherwise
entitled.  Any Restricted Stock Grant
shall be subject to the vesting schedule specified in Section 3.b.(1)D.


 


(3)                                  Cash
in Lieu of Annual Option Grant or Restricted Stock Grant.  If Employee has earned all of part of the
Annual Option Grant pursuant to Section 3.b.(1)(A), but the Board
chooses not to grant the Annual Option Grant (or Restricted Stock Grant in lieu
thereof) in any year during the Term because: 
(A) the Company is not current in its reporting obligations under the
Securities and Exchange Act of 1934; (B) the Form S-8 Registration Statement
for the Option Plan or a Restricted Stock Plan does not comply with the
requirement of the Securities and Exchange Commission; and/or (C) there are not
a sufficient number of shares available under the Option Plan or a Restricted Stock
Plan, then within 30 days after the later of (x) the close of such year or (y)
the date on which the Board determines the degree to which the Annual Strategic
Initiatives and Annual Financial Objectives have been satisfied, the Employee
shall be entitled to a cash payment of $250,000, or portion thereof, based on
the achievement of the Annual Strategic Initiatives and Annual Financial
Objectives to which the Annual Option Grant is subject.


 


(4)                                  Restricted
Stock Signing Bonus.  Within a
reasonable period of time following the date that the Company again becomes
current in its reporting obligations under the Securities and Exchange Act of
1934, Employee will be granted 35,000 shares of restricted Common Stock (the “Restricted
Stock”).  The Restricted Stock shall
vest and thereafter not be subject to forfeiture as follows:  40% on the second anniversary of Employee’s
Employment Commencement Date; 20% on each anniversary thereafter.  The grant of Restricted Stock pursuant to
this subsection shall be pursuant to a Restricted Stock Plan.  If there is not a Restricted Stock Plan,
Employee will be granted non-qualified options to purchase 100,000 shares of
Common Stock pursuant to the Option Plan. 
Such stock options shall be subject to the same vesting schedule to
which the Restricted Stock would have been subject if granted.  The Restricted Stock shall be subject to an
award agreement with terms and conditions not inconsistent with the provisions
set forth herein, as well as such other terms and conditions to which grants of
restricted stock are customarily subject. 
Any grant of Restricted Stock will be made at fair market value on the
date of grant.  If such Restricted Stock
or stock option grant is not made by December 31, 2005, Employee shall
receive a cash payment of $250,000, less applicable withholding, in January 2006.


 


(5)                                  In
the event of a Change in Control, Employee shall be fully vested in any
restricted stock and stock options issued pursuant to this Section 3.


 


4.                                       Covenants


 


a.                                       Non-Solicitation.  While employed by the Company and for the
eighteen (18) month period following the cessation of that employment for any
reason


 


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(and without regard to whether such cessation was initiated by Employee
or the Company), Employee will not do any of the following without the prior
written consent of the Company:


 


(1)                                  solicit,
entice or induce, either directly or indirectly, any person, firm or
corporation who or which is a client or customer of the Company or any of its
subsidiaries to become a client or customer of any other person, firm or
corporation that is in the same Business as the Company;


 


(2)                                  influence
or attempt to influence, either directly or indirectly, any customer of the
Company or its subsidiaries to terminate or modify any written or oral
agreement or course of dealing with the Company or its subsidiaries (except in
Employee’s capacity as an employee of the Company); or


 


(3)                                  influence
or attempt to influence, either directly or indirectly, any person to terminate
or modify any employment, consulting, agency, distributorship, licensing or
other similar relationship or arrangement with the Company or its subsidiaries
(except in Employee’s capacity as an employee of the Company).


 


b.                                      Non-Disclosure.  Employee shall not use for Employee’s
personal benefit, or disclose, communicate or divulge to, or use for the direct
or indirect benefit of any person, firm, association or company other than
Company, any “Confidential Information,” which term shall mean any information
regarding the business methods, business policies, policies, procedures,
techniques, research or development projects or results, historical or
projected financial information, budgets, trade secrets, or other knowledge or
processes of, or developed by, Company or any other confidential information
relating to or dealing with the business operations of Company, made known to
Employee or learned or acquired by Employee while in the employ of Company, but
Confidential Information shall not include information otherwise lawfully known
generally by or readily accessible to the general public.  The foregoing provisions of this subsection shall
apply during and after the period when the Employee is an employee of the
Company and shall be in addition to (and not a limitation of) any legally
applicable protections of Company interest in confidential information, trade
secrets, and the like.  At the
termination of Employee’s employment with Company, Employee shall return to the
Company all copies of Confidential Information in any medium, including
computer tapes and other forms of data storage.


 


c.                                       Non-Competition.  While employed by the Company and for the
eighteen (18) month period following the cessation of that employment for any
reason (and without regard to whether such cessation was initiated by Employee
or the Company), Employee shall not directly or indirectly engage in (as a
principal, shareholder, partner, director, officer, agent, employee, consultant
or otherwise) or be financially interested in any 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 being definitively planned by
the Company at the time of termination of Employee’s employment.  Nothing contained in this subsection shall
prevent Employee from holding for investment up to three percent (3%) of any
class of equity securities of a company


 


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whose securities are publicly traded on a national securities exchange
or in a national market system.


 


d.                                      Intellectual
Property & Company Creations.


 


(1)                                  Ownership.  All right, title and interest in and to any
and all ideas, inventions, designs, technologies, formulas, methods, processes,
development techniques, discoveries, computer programs or instructions (whether
in source code, object code, or any other form), computer hardware, algorithms,
plans, customer lists, memoranda, tests, research, designs, specifications,
models, data, diagrams, flow charts, techniques (whether reduced to written
form or otherwise), patents, patent applications, formats, test results,
marketing and business ideas, trademarks, trade secrets, service marks, trade
dress, logos, trade names, fictitious names, brand names, corporate names,
original works of authorship, copyrights, copyrightable works, mask works,
computer software, all other similar intangible personal property, and all
improvements, derivative works, know-how, data, rights and claims related to
the foregoing that have been or are conceived, developed or created in whole or
in part by the Employee (a) at any time and at any place that relates directly
or indirectly to the business of the Company, as then operated, operated in the
past or under consideration or development or (b) as a result of tasks assigned
to Employee by the Company (collectively, “Company Creations”), shall be
and become and remain the sole and exclusive property of the Company and shall
be considered “works made for hire” as that term is defined pursuant to
applicable statutes and law.


 


(2)                                  Assignment. 
To the extent that any of the Company Creations may not by law be
considered a work made for hire, or to the extent that, notwithstanding the
foregoing, Employee retains any interest in or to the Company Creations,
Employee hereby irrevocably assigns and transfers to the Company any and all
right, title, or interest that Employee has or may have, either now or in the
future, in and to the Company Creations, and any derivatives thereof, without the
necessity of further consideration. 
Employee shall promptly and fully disclose all Company Creations to the
Company and shall have no claim for additional compensation for Company
Creations.  The Company shall be entitled
to obtain and hold in its own name all copyrights, patents, trade secrets,
trademarks, and service marks with respect to such Company Creations.


 


(3)                                  Disclosure
& Cooperation.  Employee shall
keep and maintain adequate and current written records of all Company Creations
and their development by Employee (solely or jointly with others), which
records shall be available at all times to and remain the sole property of the
Company.  Employee shall communicate
promptly and disclose to the Company, in such form as the Company may
reasonably request, all information, details and data pertaining to any Company
Creations.  Employee further agrees to
execute and deliver to the Company or its designee(s) any and all formal
transfers and assignments and other documents and to provide any further cooperation
or assistance reasonably required by the Company to perfect, maintain or
otherwise protect its rights in the Company Creations.  Employee hereby designates and appoints the
Company or its designee as Employee’s agent and attorney-in-fact to execute on
Employee’s behalf any assignments or other documents


 


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deemed necessary by the Company to perfect, maintain or otherwise
protect the Company’s rights in any Company Creations.


 


e.                                       Acknowledgments.  Employee acknowledges that the Covenants are
reasonable and necessary to protect the Company’s legitimate business
interests, its relationships with its customers, its trade secrets and other
confidential or proprietary information. 
Employee further acknowledges that the duration and scope of the
Covenants are reasonable given the nature of this Agreement and the position
Employee holds or will hold within the Company. 
Employee further acknowledges that the Covenants are included herein to
induce the Company to enter into this Agreement and that the Company would not
have entered into this Agreement or otherwise employed or continued to employ
the Employee in the absence of the Covenants. 
Finally, Employee also acknowledges that any breach, willful or otherwise,
of the Covenants will cause continuing and irreparable injury to the Company
for which monetary damages, alone, will not be an adequate remedy.


 


f.                                         Enforcement.


 


(1)                                  If
any court determines that the Covenants, or any part thereof, is unenforceable
because of the duration or scope of such provision, that court will have the
power to modify such provision and, in its modified form, such provision will
then be enforceable.


 


A.                                     The
parties acknowledge that significant damages will be caused by a breach of any
of the Covenants, but that such damages will be difficult to quantify.  Therefore, the parties agree that the Company
shall have the right to enforce Section 4 by injunction, specific
performance or other equitable relief, without prejudice to any other rights
and remedies that the Company may have for a breach, or threatened breach, of
the Covenants.


 


(2)                                  In
addition to the remedies specified in Section 4.f.(1)A and any
other relief awarded by any court, if Employee breaches any of the Covenants:


 


A.                                 Employee
will be required to account for and pay over to the Company all compensation,
profits, monies, accruals, increments or other benefits derived or received by
Employee as a result of any such breach; and


 


B.                                   the
Company will be entitled to injunctive or other equitable relief to prevent
further breaches of the Covenants by Employee.


 


(3)                                  If
Employee breaches Section 4, then the duration of the restriction
therein contained will be extended for a period equal to the period that
Employee was in breach of such restriction.


 


5.                                       Termination.  


 


a.                                       Except
as specified in Sections 5.b. and 5.c., upon termination of employment,
including termination due to Employee’s death, Employee will be entitled


 


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to the payment of accrued and unpaid salary through the date of such
termination.  All salary, commissions and
benefits will cease at the time of such termination, subject to the terms of
any benefit plans then in force or enforceable under applicable law and applicable
to Employee, and the Company will have no further liability or obligation
hereunder by reason of such termination.


 


b.                                      If
Employee’s employment does not automatically renew, is terminated by the
Company without Cause, if Employee terminates for Good Reason in accordance
with Sections 7.f. or if Employee terminates due to Disability, Employee
will be entitled to the following:


 


(1)                                monthly
payments for a period of 18 months following the termination date in an amount
equal to the quotient obtained by dividing (x)
the sum of (A) 1.5 times the base salary paid in the 12-month period
preceding the termination date and (B) the total cash bonus paid pursuant to Sections
3.a.(3) and (4) in the 12-month period preceding the termination date by (y) 18; provided if Employee’s employment
is terminated by the Company without Cause prior to the first anniversary of
the Employment Commencement Date, such amount shall not be less than $1,000,000
payable over the 18-month period.


 


(2)                                reimbursement
for costs incurred in obtaining outplacement services, at a cost not to exceed
$100,000, subject to provision of documentation reasonably satisfactory to the
Company.


 


(3)                                medical
coverage following the date of termination until the earlier to occur of the
expiration of 18 months or the date on which Employee is eligible for coverage
under a plan maintained by a new employer or a plan maintained by his spouse’s
employer, at the level in effect at the date of his termination (or generally
comparable coverage) for himself and, where applicable, his spouse and
dependents, as the same may be changed by the Company from time to time for
employees generally, as if the Employee had continued in employment during such
period; provided, in any case, that the COBRA health care continuation coverage
period under section 4980B of the Internal Revenue Code of 1986, as
amended, shall run concurrently with the foregoing period.  


 


(4)                                immediate
vesting in any restricted stock and stock options issued pursuant to Section 3.


 


c.                                       In
the case of termination due to Employee’s Disability, any severance benefits
payable pursuant to this Section 5 will be offset by any long-term
disability benefits to which Employee is entitled under the Company’s long-term
disability plan.


 


d.                                      Notwithstanding
the preceding provisions of this Section 5, no amount will be paid
or benefit provided under this Section 5 unless and until (x)
Employee executes and delivers a general release of claims against the Company
and its subsidiaries in a form prescribed by the Company, and (y) such release
becomes


 


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irrevocable.  Any severance pay
or benefits provided under this Section 5 will be in lieu of, not
in addition to, any other severance arrangement maintained by the Company.


 


6.                                       Miscellaneous.


 


a.                                       Arbitration.  Except a controversy or claim arising out or
relating to Section 4 of this Agreement, any controversy or claim
arising out of or relating to this Agreement or the breach of any covenant or
agreement contained herein, shall be commenced by filing a notice (the “Notice”)
for arbitration with the American Arbitration Association (“AAA.”), with a copy
to the other party hereto.  Such
controversy or claim shall be decided by arbitration in Philadelphia,
Pennsylvania, in accordance with the Employment Arbitration Rules of the AAA.
then obtaining.  The decision and the
award of damages rendered by the Arbitrator shall be final and binding and
judgment may be entered upon it in any court having jurisdiction thereof.


 


b.                                      Other
Agreements.  Employee represents and
warrants to the Company that there are no restrictions, agreements or
understandings whatsoever to which he is a party that would prevent or make
unlawful his execution of this Agreement, that would be inconsistent or in
conflict with this Agreement or Employee’s obligations hereunder, or that would
otherwise prevent, limit or impair the performance by Employee of his duties to
the Company.


 


c.                                       Entire
Agreement; Amendment.  This Agreement
contains the entire agreement and understanding of the parties hereto relating
to the subject matter hereof, and merges and supersedes all prior and
contemporaneous discussions, agreements and understandings of every nature
relating to the employment of Employee by the Company.  This Agreement may not be changed or
modified, except by an agreement in writing signed by each of the parties
hereto.


 


d.                                      Waiver.  Any waiver of any term or condition hereof
will not operate as a waiver of any other term or condition of this
Agreement.  Any failure to enforce any
provision hereof will not operate as a waiver of such provision or of any other
provision of this Agreement.


 


e.                                       Indemnification.  Employee
shall be indemnified for acts performed in good faith as an officer, director
or employee of the Company in the manner provided in the Company’s charter and
by-laws, and shall be covered by director and officer liability insurance
coverage for such acts to the same extent that any such coverage is provided to
the Company’s executive officers.


 


f.                                         Governing
Law.  This Agreement shall be
governed by, and enforced in accordance with, the laws of the State of New
Jersey without regard to the application of the principles of conflicts of
laws.


 


g.                                      Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such


 


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invalidity, illegality or unenforceability will not affect any other
provision or the effectiveness or validity of any provision in any other
jurisdiction, and this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been herein contained.


 


h.                                      Wage
Claims.  The parties intend that all
obligations to pay compensation to Employee be obligations solely of the
Company.  Therefore, intending to be
bound by this provision, Employee hereby waives any right to claim payment of
amounts owed to him, now or in the future, from directors or officers of the
Company in the event of the Company’s insolvency.


 


i.                                          Successors
and Assigns.  This Agreement is
binding on the Company’s successors and assigns.


 


j.                                          Section Headings.  The section headings in this Agreement
are for convenience only; they form no part of this Agreement and will not
affect its interpretation.


 


k.                                       Counterparts.  This Agreement may be executed in multiple
counterparts, each of which will be deemed to be an original and all of which
together will constitute but one and the same instrument.


 


7.                                       Definitions.  Capitalized terms used herein will have the
meanings below defined:


 


a.                                       “Business”
means electronic transcription services and other health information management
solutions services businesses in which the Company or its subsidiaries are
engaged anywhere within the United States.


 


b.                                      “Cause”
means the occurrence of any of the following: 
(1) Employee’s willful failure or refusal to perform (other than
due to illness or Disability) his employment duties or to follow the lawful
directives of his superiors or the Board, but only after written notice and a
period of time to correct or otherwise remedy such conduct or failure within a
time period specified by the Board, which shall not exceed 30 days; (2) willful
misconduct or gross negligence by Employee in the course of employment; (3)
conduct of Employee involving any type of fraud, embezzlement, or theft in the
course of employment; (4) a conviction of or the entry of a plea of guilty or nolo contendere to a felony or to a crime involving moral
turpitude or any other crime that otherwise could reasonably be expected to
have a material adverse effect on the operations, condition or reputation of
the Company, (5) a material breach by Employee of any agreement with or
fiduciary duty owed to the Company; or (6) alcohol abuse or use of controlled
drugs other than in accordance with a physician’s prescription.


 


c.                                       “Change
of Control” shall be deemed to have
occurred if any person, entity, or any group of persons or entities acting in
concert, other than Koninklijke Philips Electronics N.V., acquires more than
50% of the outstanding voting stock of the Company.


 


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d.                                      “Covenants”
means the covenants set forth in Section 5 of this Agreement.


 


e.                                       “Disability”
means the Employee’s entitlement to benefits under the Company’s long-term
disability plan.


 


f.                                         “Good
Reason” means (1) a reduction in Employee’s annual base salary below
$500,000 without Employee’s consent, (2) requiring Employee to be based more
than twenty-five (25) miles from the Company’s current office location as of
the Employment Commencement Date, unless closer to the Employee’s residence,
(3) the Board’s failure to appoint Employee to Chief Executive Officer upon the
later of (x) thirty (30) days following the departure of the current Interim
Chief Executive Officer or (y) the second anniversary of the Employee
Commencement Date, or (4) substantial and material diminution of duties; provided that in each case written
notice of Employee’s termination for Good Reason must be delivered to the
Company within 30 days after the occurrence of any such event with such notice
specifying one or more specific reason(s) in this Section 7.f in
order for Employee’s termination with Good Reason to be effective hereunder.


 


To acknowledge
your agreement to and acceptance of the terms and conditions of this Agreement,
please sign below in the space provided within five (5) days of the date of
this Agreement and return a singed copy to my attention.  If the Agreement is not signed and returned
within (5) days, the terms and conditions of this Agreement will be deemed
withdrawn.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  MEDQUIST INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Howard Hoffmann, Chief Executive Officer

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Frank Lavelle

  	
   

  
					



 


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