Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement is made this 20th day of December, 2004, by and
between MedQuist Inc. (hereinafter the "Company") and Ethan Cohen (hereinafter
"Cohen"), former Senior Vice President and Chief Technology Officer of the
Company.
WHEREAS, Cohen and the Company have agreed that Cohen's employment with the
Company ended as of October 31, 2004; and
WHEREAS, the parties desire to set forth the terms and conditions relating to
Cohen's separation 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.
COHEN'S EMPLOYMENT AS SENIOR VICE
PRESIDENT AND CHIEF TECHNOLOGY OFFICER AND DUTIES AS AN OFFICER OF THE COMPANY
TERMINATED ON OCTOBER 31, 2004 (THE "SEPARATION DATE").
2.
IN ACCORDANCE WITH HIS EMPLOYMENT
AGREEMENT ENTERED INTO AS OF THE 22ND OF MAY 2000, BY AND BETWEEN THE COMPANY
AND COHEN (THE "EMPLOYMENT AGREEMENT"), COHEN WILL RECEIVE ALL ACCRUED BUT
UNPAID SALARY THROUGH THE SEPARATION DATE AND UNREIMBURSED EXPENSES INCURRED
THROUGH THE SEPARATION DATE.
3.
EFFECTIVE NOVEMBER 1, 2004, COHEN MAY
ELECT CONTINUED MEDICAL AND DENTAL COVERAGE AT HIS EXPENSE FOR THE TIME PERIOD
PERMITTED BY COBRA, BY COMPLETING THE APPLICABLE COBRA FORMS WHEN SENT TO HIM.
AS SOON AS PRACTICABLE FOLLOWING SUBMISSION BY COHEN OF EVIDENCE OF PAYMENT OF
THE COBRA PREMIUM, THE COMPANY SHALL REIMBURSE COHEN FOR UP TO 18 MONTHS OF
COBRA CONTINUATION COVERAGE PREMIUMS.
SUCH REIMBURSEMENTS WILL BE MAILED
MONTHLY TO COHEN AT COHEN'S HOME ADDRESS OF RECORD.
COHEN 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 COHEN OR HIS WIFE IS
REQUIRED TO PAY A PORTION OF THE COST OF MEDICAL AND/OR DENTAL COVERAGE FOR
COHEN, THE COMPANY WILL CONTINUE TO REIMBURSE COHEN FOR THE PORTION OF THE COST
OF MEDICAL AND/OR DENTAL COVERAGE PAID BY COHEN OR HIS WIFE DURING THE 18 MONTH
PERIOD.
IF COHEN 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 STOP
MAKING REIMBURSEMENT PAYMENTS TO COHEN.
4.
COHEN'S STOCK OPTIONS, TO THE EXTENT
VESTED AS OF THE SEPARATION DATE, SHALL REMAIN EXERCISABLE FOR THE
POST-TERMINATION EXERCISE PERIOD PROVIDED IN THE OPTION AWARD AGREEMENTS BY AND
BETWEEN COHEN AND THE COMPANY (EACH A "STOCK OPTION AGREEMENT"); PROVIDED,
HOWEVER, THAT WITH RESPECT TO ANY OF COHEN'S NON-QUALIFIED STOCK OPTION
AGREEMENTS AND COHEN'S INCENTIVE STOCK OPTION AGREEMENT DATED JANUARY 1, 2001,
THE POST-TERMINATION EXERCISE PERIOD SET FORTH IN SUCH STOCK OPTION AGREEMENTS
SHALL NOT BEGIN TO RUN (I.E., SUCH PERIOD SHALL BE TOLLED) UNTIL THE DATE, IF
EVER, THAT THE SUSPENSION IS LIFTED FOR THE EXERCISE OF OPTIONS, UPON WHICH
EVENT THE COMPANY WILL NOTIFY COHEN OF THE LIFTING OF SUCH SUSPENSION ALONG WITH
AND IN THE SAME MANNER AS ALL OTHER PERSONS WITH COMPANY STOCK OPTIONS.
NO
ADDITIONAL STOCK OPTIONS WILL VEST FOLLOWING THE