Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement is made this 10th day of December 2004, by and between
MedQuist Inc. (hereinafter the "Company") and John W. Quaintance (hereinafter
"Quaintance"), currently Chief Operating Officer of the Company.
WHEREAS, Quaintance and the Company have agreed that Quaintance will resign from
his employment with the Company as of January 31, 2005; and
WHEREAS, the parties desire to set forth the terms and conditions relating to
Quaintance's resignation 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.
QUAINTANCE AGREES TO RESIGN FROM HIS
EMPLOYMENT AS CHIEF OPERATING OFFICER AND RESIGN HIS DUTIES AS AN OFFICER OF THE
COMPANY EFFECTIVE JANUARY 31, 2005 (THE "RESIGNATION DATE").
2.
IN ACCORDANCE WITH HIS EMPLOYMENT
AGREEMENT ENTERED INTO AS OF THE 22ND OF MAY 2000, BY AND BETWEEN THE COMPANY
AND QUAINTANCE (THE "EMPLOYMENT AGREEMENT"), QUAINTANCE WILL CONTINUE TO PERFORM
THE SERVICES THAT ARE APPROPRIATE FOR A PERSON IN HIS POSITION AS WELL AS
PROVIDE ALL REASONABLE ASSISTANCE TO THE COMPANY IN TRANSITIONING THE
RESPONSIBILITIES OF HIS POSITION.
THE COMPANY RESERVES THE RIGHT TO RELIEVE
QUAINTANCE OF HIS OBLIGATION TO REPORT TO THE OFFICE PRIOR TO THE RESIGNATION
DATE, PROVIDED HOWEVER, THAT QUAINTANCE REMAINS OBLIGATED TO CONTINUE TO
COOPERATE ON AN AS-NEEDED BASIS WITH ANY REQUESTS FROM THE BOARD OR FROM A
SUCCESSOR COO TO ASSIST IN THE TRANSITION OF RESPONSIBILITIES.
QUAINTANCE WILL
RECEIVE ALL ACCRUED BUT UNPAID SALARY THROUGH THE RESIGNATION DATE, $33,155.60,
WHICH IS THE CASH EQUIVALENT OF ALL ACCRUED BUT UNUSED PAID TIME OFF THROUGH THE
RESIGNATION DATE, AND UNREIMBURSED EXPENSES INCURRED THROUGH THE RESIGNATION
DATE.
QUAINTANCE WILL BE ELIGIBLE TO RECEIVE THE PORTION OF THE DISCRETIONARY
BONUS FOR 2004 THAT IS DEPENDENT UPON THE FINANCIAL PERFORMANCE OF THE COMPANY
FOR CALENDAR YEAR 2004, WHICH WILL BE CALCULATED AND, IF APPLICABLE, PAID IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE DISCRETIONARY BONUS PLAN AND
MAILED TO QUAINTANCE AT QUAINTANCE'S HOME ADDRESS OF RECORD.
3.
EFFECTIVE FEBRUARY 1, 2005, QUAINTANCE
MAY ELECT CONTINUED MEDICAL AND DENTAL COVERAGE FOR THE TIME PERIOD PERMITTED BY
COBRA, BY COMPLETING THE APPLICABLE COBRA FORMS WHEN SENT TO HIM.
UPON RECEIPT
OF THE COMPLETED APPLICABLE COBRA FORMS, THE COMPANY WILL MAKE THE NECESSARY
PAYMENTS TO CONTINUE QUAINTANCE'S MEDICAL AND/OR DENTAL COVERAGE.
QUAINTANCE
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 QUAINTANCE IS REQUIRED TO PAY A PORTION OF THE COST OF MEDICAL AND/OR
DENTAL COVERAGE, THE COMPANY WILL REIMBURSE QUAINTANCE FOR THE PORTION OF THE
COST OF MEDICAL AND/OR DENTAL COVERAGE PAID BY QUAINTANCE DURING THE 18 MONTH
PERIOD.
IF QUAINTANCE 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
CEASE MAKING COBRA PAYMENTS.
1
4.
QUAINTANCE'S STOCK OPTIONS, TO THE
EXTENT VESTED