Exhibit 1
November 8, 2007
Koninklijke Philips Electronics N.V.
Xxxxxxxxx Xxxxx
Xxxxxxxxxxx 0
0000 XX Xxxxxxxxx,
Xxx Xxxxxxxxxxx
Re: Amendment to the Governance Agreement by and between Koninklijke
Philips Electronics N.V. ("Purchaser") and MedQuist Inc. (the "Company")
dated May 22, 2000 (the "Governance Agreement")
Ladies and Gentleman:
This letter constitutes an amendment to the Governance Agreement. The Governance
Agreement shall be amended as follows:
o A new Section 3.01(g) is hereby added to the Governance Agreement to read
as follows:
If the number of directors constituting the whole Board of Directors
shall be fixed at seven directors and Purchaser and its Subsidiaries
shall beneficially own, in the aggregate, at least a majority of the
outstanding Voting Stock, the Board of Directors shall consist of four
Purchaser Directors and three Independent Directors.
o A new sentence is added to the end of Section 3.4(a) to read as follows:
Notwithstanding anything in this Agreement to the contrary, in the
event that at any time there shall be no Independent Directors on the
Board of Directors, whether by reason of death, resignation,
retirement, disqualification, removal from office or other causes, such
vacancies shall be filled by an affirmative vote of the remaining
directors as provided in the by-laws.
Except as amended hereby, all of the terms and provisions of the Governance
Agreement shall remain in full force and effect.
Please indicate your agreement with the above amendment by signing where
indicated below and returning one copy of this letter amendment to MedQuist
Inc., 0000 Xxxxxxx Xxxx Xxxx., Xxxxx 000, Xx. Laurel, New Jersey 08054, USA,
Attention: General Counsel. All capitalized terms not defined herein shall have
the same meanings as given to them in the Governance Agreement. Pursuant to the
terms of the Governance Agreement, this letter amendment has been approved by
the Supervisory Committee and will be effective as of the date it is executed by
Purchaser as indicated below.
Sincerely,
MedQuist Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, CEO & President
Agreed by:
Koninklijke Philips Electronics N.V.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Member, Royal Philips Board of
Management (Medical Systems)
Date: November 8, 2007
