INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionThis Indemnification Agreement (“Agreement”), dated August 23, 2007, is entered into by and between MedQuist Inc. (the “Company”), and [see schedule below] of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENT (Peter Masanotti)Employment Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated September 3, 2008 by and between MedQuist, Inc. (the “Company”) and Peter Masanotti (the “Executive”).
EMPLOYMENT AGREEMENT (Clyde Swoger)Employment Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionEMPLOYMENT AGREEMENT (the “Agreement”) dated August __, 2008 by and between CBaySystems Holdings Limited (“Holdings”), CBay Inc. (the “Company”) and Clyde Swoger (the “Executive”).
June 24, 2010CBaySystems Holdings LTD • January 5th, 2011 • Services-computer processing & data preparation • New Jersey
Company FiledJanuary 5th, 2011 Industry JurisdictionOn behalf of MedQuist Inc. (the “Company”), this Agreement describes the terms of the change in your employment status with the Company, to be the Company’s Co-Chief Operating Officer, reporting directly the Company’s CEO and commencing on June 24, 2010 (the “Change in Employment Status Commencement Date”). In Employee’s role as Co-Chief Operating Officer, among other things, he shall manage the Company’s global medical transcription and medical editing operations performed by the Company’s employees and authorized subcontractors. For purposes of this Agreement, you are referred to as the “Employee.” Other capitalized terms used in this Agreement have the meanings defined in Section 6 , below.
STOCK OPTION AGREEMENTStock Option Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionThis option shall terminate and is not exercisable on or after (the “Scheduled Termination Date”), except if terminated earlier as hereafter provided.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Georgia
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionTHIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made and entered into as of August _, 2009, but made effective as of August 1, 2009, by and between ATLANTA LAKESIDE REAL ESTATE, L.P. , a Georgia Limited Partnership (“Landlord”) and MEDQUIST TRANSCRIPTIONS, LTD. (as successor to Lanier Healthcare, L.L.C.), a New Jersey corporation (“Tenant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Georgia
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionTHIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made and entered into as of March 1, 2009 by and between ATLANTA LAKESIDE REAL ESTATE, L.P. , a Georgia Limited Partnership (“Landlord”) and MEDQUIST TRANSCRIPTIONS, LTD. (as successor to Lanier Healthcare, L.L.C.), a New Jersey corporation (“Tenant”).
AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
Contract Type FiledJanuary 5th, 2011 Company IndustryThis AMENDMENT TO OFFICE LEASE AGREEMENT (the “Amendment”) is dated as of the 27th day of March, 2009, by and between Carothers Office Acquisition LLC, a Delaware limited liability company (“Landlord”) and Spheris Operations, Inc. (“Tenant”).
ASSIGNMENT, ASSUMPTION AND AGREEMENT TO RELINQUISH OFFICE SPACE AND AMENDMENT TO OFFICE LEASE AGREEMENTAssignment, Assumption and Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Tennessee
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionThis ASSIGNMENT, ASSUMPTION AND AGREEMENT TO RELINQUISH OFFICE SPACE AND AMENDMENT TO OFFICE LEASE AGREEMENT (the “Agreement”) is dated the 22nd day of April, 2010, by and between Carothers Office Acquisition LLC, a Delaware limited liability company, successor in Interest to Ford Motor Land Development Corporation, a Delaware corporation (“Landlord”), and MedQuist Transcriptions, Ltd., a New Jersey limited partnership (“Assignee” or “Tenant”).
OFFICE LEASE BETWEEN FORD MOTOR LAND DEVELOPMENT CORPORATION, LANDLORD AND SPHERIS OPERATIONS INC., TENANTOffice Lease • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
Contract Type FiledJanuary 5th, 2011 Company IndustryTHIS LEASE (“Lease”), made this ____ day of June, 2006, by and between FORD MOTOR LAND DEVELOPMENT CORPORATION, a Delaware corporation (“Landlord”) and SPHERIS OPERATIONS INC., a Tennessee corporation, (“Tenant”), provides as follows:
DATED SHARE OPTION AGREEMENT THE CBAYSYSTEMS HOLDINGS LIMITED 2007 EQUITY INCENTIVE PLANShare Option Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • England
Contract Type FiledJanuary 5th, 2011 Company Industry Jurisdiction
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION Amended and Restated Clinical Documentation Solution Agreement Cover PageDocumentation Solution Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • Tennessee
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionThis Amended and Restated Clinical Documentation Solution Agreement, consisting of this cover page (the “Cover Page”), the attached terms and conditions (the “Terms and Conditions”), and any and all attachments and schedules to the Terms and Conditions, as well as any and all terms and conditions contained within such attachments and schedules (collectively, the “Agreement”), is made and entered into as of the 1st day of June, 2008 (the “Effective Date”), by and between M*Modal, as defined below, and Client, as defined below.
THIRD AMENDED AND RESTATED OEM SUPPLY AGREEMENTOem Supply Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionTHIS THIRD AMENDED AND RESTATED OEM SUPPLY AGREEMENT (the “Agreement “ or “Third Amended and Restated Agreement”) is entered into by and between MedQuist Inc., a New Jersey corporation (“MedQuist”), and Nuance Communications, Inc. (hereinafter “Nuance”), a successor in interest to Philips Speech Recognition Systems GmbH “PSP”), and made effective as of November 10, 2009 (the “Third Amended and Restated Agreement Effective Date”), amending and restating that certain Amendment 1 to Second Amended and Restated OEM Supply Agreement dated December 31, 2008, and Second Amended and Restated OEM Supply Agreement made effective as of October 1, 2008 (“Second Amended and Restated Agreement Effective Date”), which amended and restated the Amended and Restated OEM Supply
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionThis Management Stockholder’s Agreement (this “Agreement”) is entered into as of ______ (the “Effective Date”) among CBaySystems Holdings Limited, a company incorporated in the British Virgin Islands (including any successors thereto, the “Company”), S.A.C. PEI CB Investment, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“SAC CBI”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(a) of this Agreement.
Company Letterhead]Employment Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
Contract Type FiledJanuary 5th, 2011 Company IndustryCBay Inc. (the “Company”) previously entered into an Employment Agreement dated as of August [ ], 2008 (the “Agreement”) with you, pursuant to which the Company agreed to provide you with certain bonus payments, upon the terms and conditions set forth in the Agreement. As discussed with you, in light of recent events, the Company has determined that it is not in the best interests of and impracticable for the Company to timely pay such bonus amounts to you when such amounts are due under the current terms and conditions of the Agreement. In connection with the foregoing, you and the Company hereby agree to amend certain provisions of the Agreement, effective as of the date hereof, to permit the Company to defer payment of such bonuses to you until a later date in the 2010 calendar year pursuant to the terms and conditions set forth below in this letter agreement. Capitalized terms used herein without definition shall have the meanings assigned to such terms under the Agreement.
THIS DEED OF VARIATION is made the day of 2010 BETWEEN:Variation • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation
Contract Type FiledJanuary 5th, 2011 Company Industry
LICENSE AGREEMENT defined hereinafter as “Agreement” by and between Nuance Communications, Inc. One Wayside Road Burlington, MA 01803 Hereinafter referred to as “Nuance” and / or “Licensor” and MedQuist Inc. 1000 Bishops Gate Blvd, #300 Mount Laurel,...License Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionThe following terms shall have the meanings ascribed to them herein whenever they are used in this Agreement, unless clearly indicated otherwise by the context.
AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New Jersey
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionPursuant to MedQuist’s Stock Option Plan (the “Plan”) adopted May 29, 2002 and pursuant to this Amended and Restated Stock Option Agreement (the “Agreement”), you are hereby granted an option, effective as of the grant date, to purchase that number of shares of common stock, no par value per share (the “Common Stock”), of MedQuist Inc., a New Jersey corporation (“MedQuist”), set forth on, and at the exercise price per share indicated on, the attached Grant Detail Report. Your option price is intended to equal the higher of (i) the fair market value of the Common Stock as of the grant date or (ii) $8.25. Your right to exercise this option will vest with respect to one-third (1/3) of the shares subject to the option on the first anniversary of the grant date, and, thereafter will vest semi-annually with respect to one-sixth (1/6) of the shares subject to the option on each of the following: the date that is six months after the first anniversary of the grant date, the second anniversary
AMENDMENT NO. 7 TO LICENSING AGREEMENTLicensing Agreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionTHIS AMENDMENT NO. 7 TO LICENSING AGREEMENT (this “Amendment No. 7”), by and between MedQuist Inc. (“MedQuist”), acting on behalf of its wholly owned subsidiaries (direct and indirect), Nuance Communications, Inc. (“Nuance”) successor-in-interest to Philips Speech Recognition Systems GmbH (“PSP”), is dated November 10, 2009 (the “Amendment Effective Date”). Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as that term is defined below).
Re: First Amendment to the Indemnification Agreement between MedQuist Inc. (the “Company”) and [See Attached Schedule] (“ Indemnitee ”) dated August 23, 2007 (the “ Indemnification Agreement ”)CBaySystems Holdings LTD • January 5th, 2011 • Services-computer processing & data preparation
Company FiledJanuary 5th, 2011 IndustryThis 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:
AGREEMENTAgreement • January 5th, 2011 • CBaySystems Holdings LTD • Services-computer processing & data preparation • New York
Contract Type FiledJanuary 5th, 2011 Company Industry JurisdictionThis Agreement (this “Agreement”) is entered into as of August 19, 2008, by and among CBaySystems Holdings Limited, a BVI Business Company incorporated under the laws of the British Virgin Islands (with BVI Company Number 1389112) (the “Company”), S.A.C. PEI CB Investment II, LLC, a limited liability company organized under the laws of Delaware (“SAC CBI II”), and Lehman Brothers Commercial Corporation Asia (“LBCCA”).