SUBJECT
TO FORFEITURE WILL BE IMMEDIATELY AND AUTOMATICALLY FORFEITED; AND
(III)
ANY OBLIGATION OF THE COMPANY TO PROVIDE
SEVERANCE PAY OR BENEFITS (WHETHER PURSUANT TO SECTION 5 OR OTHERWISE) WILL
CEASE.
(3)
IN ADDITION TO THE REMEDIES SPECIFIED IN SECTION 4(F)(2) AND ANY OTHER
RELIEF AWARDED BY ANY COURT, IF EMPLOYEE BREACHES ANY OF THE COVENANTS:
(I)
EMPLOYEE WILL BE REQUIRED TO ACCOUNT FOR
AND PAY OVER TO THE COMPANY ALL COMPENSATION, PROFITS, MONIES, ACCRUALS,
INCREMENTS OR OTHER BENEFITS DERIVED OR RECEIVED BY EMPLOYEE AS A RESULT OF ANY
SUCH BREACH; AND
(II)
THE COMPANY WILL 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 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
6
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