CEASE.
(3)
IN ADDITION TO THE REMEDIES SPECIFIED IN SECTION 4(F)(2) 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.
(4)
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. EMPLOYEE'S EMPLOYMENT BY THE COMPANY MAY BE
TERMINATED AT ANY TIME. UPON TERMINATION, EMPLOYEE WILL BE ENTITLED 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; PROVIDED,
HOWEVER, THAT SUBJECT TO SECTION 4(F)(2)(III), IF EMPLOYEE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY WITHOUT CAUSE, EMPLOYEE WILL BE ENTITLED TO (A)
CONTINUED PAYMENT OF HER BASE SALARY (AT THE RATE IN EFFECT UPON TERMINATION)
FOR A PERIOD OF 12 MONTHS; (B) A PAYMENT EQUAL TO THE AVERAGE OF THE LAST THREE
BONUSES FROM THE MEDQUIST MANAGEMENT BONUS PLAN RECEIVED BY EMPLOYEE. IN THE
EVENT THAT THERE ARE NOT THREE FULL YEARS OF EMPLOYMENT, THEN THE AVERAGE OF THE
LAST TWO YEARS WILL APPLY. IF LESS THAN TWO YEARS, THE TARGET BONUS WILL BE
PAID; AND NOTWITHSTANDING THE FOREGOING, 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 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.
OTHER AGREEMENTS. EMPLOYEE REPRESENTS AND WARRANTS TO THE COMPANY
THAT THERE ARE NO RESTRICTIONS, AGREEMENTS OR UNDERSTANDINGS WHATSOEVER TO WHICH
SHE IS A PARTY THAT WOULD PREVENT OR MAKE UNLAWFUL HER 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 HER DUTIES TO THE COMPANY.
B.
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