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 BY EACH OF THE PARTIES
HERETO.
C.
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.
D.
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