Exhibit 10.9
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