venue of any action arising out of this Agreement and any
Non-Competition Agreement shall be in the Superior Court of Burlington County,
New Jersey, any other court of the State of New Jersey having jurisdiction and
value over an action arising out of this agreement, or the United States
District Court for the District of New Jersey.
Please sign the copy of this option and return it to MedQuist's Secretary,
thereby indicating your understanding of and agreement with its terms and
conditions.
MEDQUIST INC.
(SEAL)
By:
Name:
Title:
(On Behalf of the Compensation Committee)
3
I hereby acknowledge receipt of a copy of the foregoing stock option and, having
read it hereby signify my understanding of, and my agreement with, its terms and
conditions.
(Date)
(Signature)
4
ATTACHMENT A TO STOCK OPTION AGREEMENT
Confidentiality And Noninterference
A.
YOU COVENANT AND AGREE THAT, IN CONSIDERATION OF THE GRANT TO YOU
OF THIS STOCK OPTION, YOU WILL NOT, DURING YOUR EMPLOYMENT WITH THE COMPANY OR
AT ANY TINE FOR TWO (2) YEARS THEREAFTER (EXCEPT TRADE SECRETS SHALL BE FURTHER
PROTECTED SO LONG AS THEY REMAIN TRADE SECRETS), DIRECTLY OR INDIRECTLY,
DISCLOSE, COMMUNICATE OR DIVULGE TO ANY INDIVIDUAL OR ENTITY, OR USE FOR THE
BENEFIT OF ANY INDIVIDUAL OR ENTITY, ANY KNOWLEDGE OR INFORMATION WITH RESPECT
TO THE CONDUCT OR DETAILS OF THE COMPANY'S BUSINESS WHICH YOU, ACTING
REASONABLY, BELIEVE OR SHOULD BELIEVE TO BE OF A CONFIDENTIAL NATURE AND THE
DISCLOSURE OF WHICH NOT TO BE IN THE COMPANY'S INTEREST.
YOU AGREE THAT ALL
WORK PERFORMED BY YOU FOR THE COMPANY IS THE SOLE PROPERTY OF THE COMPANY AND
THE COMPANY IS THE SOLE OWNER OF ALL THE RESULTS AND PROCEEDS OF YOUR SERVICES
FOR THE COMPANY.
INFORMATION OF A CONFIDENTIAL NATURE SHALL SPECIFICALLY
INCLUDE, WITHOUT LIMITATION, CLIENT LISTS, PRICING INFORMATION, SOFTWARE, TRADE
SECRETS, BUSINESS METHODS AND KNOW HOW, EMPLOYEE, AND CONTRACTOR LISTS AND
CONTACT INFORMATION, AND INFORMATION ABOUT COSTS, MARKETS, SALES, PRODUCT AND
TECHNICAL AND BUSINESS PROCESSES.
B.
IN CONSIDERATION OF THE GRANT TO YOU OF THIS STOCK OPTION, YOU
WILL NOT, DURING YOUR EMPLOYMENT AND FOR A PERIOD OF TWO (2) YEARS THEREAFTER,
DIRECTLY OR INDIRECTLY, WHETHER AS AN EMPLOYEE, OWNER, PARTNER, CONSULTANT,
AGENT, DIRECTOR, OFFICER, SHAREHOLDER OR IN ANY OTHER CAPACITY, ENGAGE IN OR BE
EMPLOYED BY ANY PROHIBITED BUSINESS IN YOUR TERRITORY.
FOR PURPOSES OF THE
FOREGOING, A PROHIBITED BUSINESS MEANS THE MEDICAL TRANSCRIPTION PROCESSING
SERVICES AND DICTATION BUSINESS AND YOUR TERRITORY MEANS THE GEOGRAPHIC
TERRITORY IN WHICH YOU HAD BUSINESS DEALINGS WHILE EMPLOYED BY THE COMPANY.
IF
YOU ARE A GEORGIA RESIDENT, THE FOREGOING SHALL ONLY APPLY TO THE EXTENT YOU
PERFORM DUTIES AND ACTIVITIES SIMILAR TO THOSE YOU PERFORMED FOR THE COMPANY
WITHIN 100 MILES OF ATLANTA, GEORGIA.
C.
YOU COVENANT AND AGREE THAT, IN CONSIDERATION OF THE GRANT TO YOU
OF THIS STOCK OPTION, YOU WILL NOT, FOR A PERIOD OF TWO YEARS AFTER YOUR
EMPLOYMENT WITH THE COMPANY CEASES FOR ANY REASON WHATSOEVER (WHETHER VOLUNTARY
OR NOT), EXCEPT WITH THE EXPRESS PRIOR