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 HIS 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
6
HE 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 HIS 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