Re: First Amendment to the Indemnification Agreement between MedQuist Inc. (the “Company”) and [See Attached Schedule] (“Indemnitee”) dated August 23, 2007 (the “Indemnification Agreement”)
Exhibit 10.1
August 19, 2008
| Re: | First Amendment to the Indemnification Agreement between MedQuist Inc. (the “Company”) and [See Attached Schedule] (“Indemnitee”) dated August 23, 2007 (the “Indemnification Agreement”) |
Dear [See Attached Schedule]:
This letter constitutes an amendment to the Indemnification Agreement (the “Amendment”). All
capitalized terms not defined herein shall have the same meanings as given to them in the
Indemnification Agreement. The Indemnification Agreement shall be amended as follows:
| • | Section 6 of the Indemnification Agreement is hereby replaced in its entirety with the following: |
6. Officer And Director Liability Insurance.
(a) The Company shall obtain and maintain (or cause to be obtained and
maintained) a policy or policies of insurance providing the directors and
officers of the Company with coverage for losses in connection with acts or
omissions of such directors and officers, or to ensure the Company’s
performance of its indemnification obligations under this Agreement (“D&O
Coverage”). At all times during which this Agreement is in effect and for a
period of six years following the date Indemnitee ceased or ceases service to
the Company the D&O Coverage shall be maintained at a level not less than such
coverage in effect as of August 7, 2008, provided the annual premiums for such
coverage do not exceed 300% of the annual premiums in place on August 7, 2008
(“Premium Maximum”). In the event the annual premiums for the D&O Coverage
required above in this Section 6(a) exceed the Premium Maximum for any year,
the Company shall be required to obtain for such year the maximum amount of
D&O coverage obtainable by payment of annual premiums equal to the Premium
Maximum.
(b) In all policies of director and officer liability insurance, Indemnitee
will be named as an insured in such a manner as to provide Indemnitee
the same rights and benefits as are accorded to the most favorably insured of
the Company’s directors, if Indemnitee is a director, or the
[See Attached Schedule]
August 19, 2008
Page 2
August 19, 2008
Page 2
Company’s
officers, if Indemnitee is not a director of the Company but is an officer.
Except as amended hereby, all of the terms and provisions of the Indemnification 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.
| Sincerely, MedQuist Inc. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Agreed by:
[ ]
Schedule of Differences
Other than the identification of the Indemnitee, each Amendment executed with the executive
officers listed below is substantially the same as this form and as each other.
| Officer | Title | |||
Xxxx Xxxx
|
Interim Chief Executive Officer, Interim President and Chief Technology Officer | |||
Xxxxxxxx
X. Xxxxxxx
|
Senior Vice President and Chief Financial Officer | |||
Xxxx
X. Xxxxxxxx
|
General Counsel, Chief Compliance Officer & Secretary | |||
Xxxxxxx Xxxxx
|
Senior Vice President of Operations | |||
R. Xxxxx Xxxxxxx
|
Senior Vice President of Sales & Marketing | |||
Xxxxx Xxxxxxx
|
Vice President and Controller |
