Exhibit 10.8
SEPARATION AGREEMENT
This Separation Agreement is made this 10th day of December 2004, by and between
MedQuist Inc. (hereinafter the "Company") and John W. Quaintance (hereinafter
"Quaintance"), currently Chief Operating Officer of the Company.
WHEREAS, Quaintance and the Company have agreed that Quaintance will resign from
his employment with the Company as of January 31, 2005; and
WHEREAS, the parties desire to set forth the terms and conditions relating to
Quaintance's resignation of employment with the Company.
NOW THEREFORE, the parties, intending to be legally bound, in consideration of
the mutual promises and undertakings set forth herein, do hereby agree as
follows:
1.
QUAINTANCE AGREES TO RESIGN FROM HIS EMPLOYMENT AS CHIEF
OPERATING OFFICER AND RESIGN HIS DUTIES AS AN OFFICER OF THE COMPANY EFFECTIVE
JANUARY 31, 2005 (THE "RESIGNATION DATE").
2.
IN ACCORDANCE WITH HIS EMPLOYMENT AGREEMENT ENTERED INTO AS OF
THE 22ND OF MAY 2000, BY AND BETWEEN THE COMPANY AND QUAINTANCE (THE "EMPLOYMENT
AGREEMENT"), QUAINTANCE WILL CONTINUE TO PERFORM THE SERVICES THAT ARE
APPROPRIATE FOR A PERSON IN HIS POSITION AS WELL AS PROVIDE ALL REASONABLE
ASSISTANCE TO THE COMPANY IN TRANSITIONING THE RESPONSIBILITIES OF HIS POSITION.
THE COMPANY RESERVES THE RIGHT TO RELIEVE QUAINTANCE OF HIS OBLIGATION TO REPORT
TO THE OFFICE PRIOR TO THE RESIGNATION DATE, PROVIDED HOWEVER, THAT QUAINTANCE
REMAINS OBLIGATED TO CONTINUE TO COOPERATE ON AN AS-NEEDED BASIS WITH ANY
REQUESTS FROM THE BOARD OR FROM A SUCCESSOR COO TO ASSIST IN THE TRANSITION OF
RESPONSIBILITIES. QUAINTANCE WILL RECEIVE ALL ACCRUED BUT UNPAID SALARY THROUGH
THE RESIGNATION DATE, $33,155.60, WHICH IS THE CASH EQUIVALENT OF ALL ACCRUED
BUT UNUSED PAID TIME OFF THROUGH THE RESIGNATION DATE, AND UNREIMBURSED EXPENSES
INCURRED THROUGH THE RESIGNATION DATE. QUAINTANCE WILL BE ELIGIBLE TO RECEIVE
THE PORTION OF THE DISCRETIONARY BONUS FOR 2004 THAT IS DEPENDENT UPON THE
FINANCIAL PERFORMANCE OF THE COMPANY FOR CALENDAR YEAR 2004, WHICH WILL BE
CALCULATED AND, IF APPLICABLE, PAID IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THE DISCRETIONARY BONUS PLAN AND MAILED TO QUAINTANCE AT QUAINTANCE'S HOME
ADDRESS OF RECORD.
3.
EFFECTIVE FEBRUARY 1, 2005, QUAINTANCE MAY ELECT CONTINUED
MEDICAL AND DENTAL COVERAGE FOR THE TIME PERIOD PERMITTED BY COBRA, BY
COMPLETING THE APPLICABLE COBRA FORMS WHEN SENT TO HIM. UPON RECEIPT OF THE
COMPLETED APPLICABLE COBRA FORMS, THE COMPANY WILL MAKE THE NECESSARY PAYMENTS
TO CONTINUE QUAINTANCE'S MEDICAL AND/OR DENTAL COVERAGE. QUAINTANCE AGREES TO
NOTIFY THE COMPANY IMMEDIATELY IF HE SECURES MEDICAL AND DENTAL COVERAGE THROUGH
ANY OTHER SOURCE DURING THIS 18 MONTH PERIOD. TO THE EXTENT THAT QUAINTANCE IS
REQUIRED TO PAY A PORTION OF THE COST OF MEDICAL AND/OR DENTAL COVERAGE, THE
COMPANY WILL REIMBURSE QUAINTANCE FOR THE PORTION OF THE COST OF MEDICAL AND/OR
DENTAL COVERAGE PAID BY QUAINTANCE DURING THE 18 MONTH PERIOD. IF QUAINTANCE IS
NOT REQUIRED TO PAY ANY PART OF THE COST OF OTHER
medical and/or dental coverage during the 18 month period, then the Company will
cease making COBRA payments.
4.
QUAINTANCE'S STOCK OPTIONS, TO THE EXTENT VESTED AS