Exhibit 10.22
August 10, 2006
Linda Reino
c/o MedQuist Inc.
1000 Bishops Gate Blvd., Suite 300
Mt. Laurel, NJ 08054
Dear Linda:
On behalf of MedQuist Inc. (the "Company"), this Agreement describes the terms
of your new employment as the Company's Chief Operating Officer, which will
commence on October 2, 2006 (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 (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 EITHER PARTY PROVIDES THE OTHER PARTY
WITH AT LEAST NINETY (90) DAYS' PRIOR WRITTEN NOTICE OF ITS INTENTION NOT TO
RENEW THIS AGREEMENT UNLESS TERMINATED EARLIER PURSUANT TO SECTIONS 3 OR 5 OF
THIS AGREEMENT.
2.
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 AN ANNUAL RATE OF $310,000;
(2)
PARTICIPATE IN MEDQUIST'S MANAGEMENT BONUS PLAN, COMMENCING IN
2007. YOUR TARGET BONUS IN THIS PLAN WILL BE 45% OF YOUR BASE SALARY FOR 2007
AND FOLLOWING YEARS. THE TARGET BONUS IS THE PAYMENT AMOUNT THAT THE EMPLOYEE
SHALL BE ELIGIBLE TO RECEIVE IF THE COMPANY AND EMPLOYEE BOTH ATTAIN THE
PRE-ESTABLISHED BONUS PLAN TARGET OBJECTIVES. THE ACTUAL BONUS AWARD MAY BE
HIGHER OR LOWER THAN THE 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;
(3)
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 PREVIOUSLY PROVIDED TO YOU);
(4)
RECEIVE RELOCATION SUPPORT IN ACCORDANCE WITH THE COMPANY
RELOCATION POLICY. THIS RELOCATION OFFER WILL BE IN EFFECT FOR THE FIRST
TWENTY-FOUR (24) MONTHS OF YOUR EMPLOYMENT;
(5)
IF EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT
CAUSE THE SEVERANCE PAY AND BENEFITS ARE DESCRIBED BELOW IN SECTION 5.
B.
LONG TERM INCENTIVES. IN ADDITION, FROM TIME TO TIME, THE BOARD
MAY REVIEW THE PERFORMANCE OF THE COMPANY AND EMPLOYEE AND, IN ITS SOLE
DISCRETION, MAY GRANT STOCK OPTIONS, SHARES OF RESTRICTED STOCK OR OTHER
EQUITY-BASED INCENTIVES TO EMPLOYEE TO REWARD EXTRAORDINARY PERFORMANCE AND/OR
TO ENCOURAGE EMPLOYEE'S FUTURE EFFORTS ON BEHALF OF THE COMPANY. THE GRANT OF
ANY SUCH EQUITY INCENTIVES WILL BE SUBJECT TO THE TERMS OF THE COMPANY'S
EQUITY-BASED PLANS AND WILL BE EVIDENCED BY A SEPARATE AWARD AGREEMENT BY AND
BETWEEN THE COMPANY AND EMPLOYEE.
(1)
UPON JOINING MEDQUIST, YOU WILL BECOME ENTITLED TO A SPECIAL