AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of December 15, 2008 (the “Effective Date”), by and between Chindex International, Inc., a Delaware corporation (the “Company” or “Chindex”), and Roberta Lipson (“Employee”).

     WHEREAS, the Company and Employee entered into an Employment Agreement (the “Original Employment Agreement”) dated as of March 1, 2006 (the “Commencement Date”); and

     WHEREAS, the Company and Employee desire to amend and restate the Original Employment Agreement in accordance with the terms set forth herein; and

     WHEREAS, the Company desires that Employee enter into this Employment Agreement, and Employee desires to enter into this Employment Agreement, on the terms and conditions set forth herein;

     NOW THEREFORE, the parties hereto agree as follows:

     Section 1. Duties; Term.

          (a) The Company agrees to employ Employee, and Employee agrees to be so employed, in the position of President and Chief Executive Officer (CEO) of the Company, reporting to the Board of Directors (the “Board”) of the Company. Employee agrees to perform such duties, functions and responsibilities as are generally incident to such position, for a period commencing on the Effective Date and ending on December 31, 2013, unless sooner terminated in accordance with Section 4 hereof (the “Term”). Employee agrees to faithfully perform the lawful duties assigned to Employee pursuant to this Employment Agreement to the best of Employee’s abilities. Employee shall be subject to all laws, rules, regulations and policies as are from time to time applicable to employees of the Company and, in the case of rules or policies adopted by the Company, communicated to Employee in writing.

          (b) Notwithstanding the foregoing, Employee may (i) serve on civic or charitable boards or not-for-profit industry related organizations, (ii) engage in charitable, civic, educational, professional, community and/or industry activities without remuneration therefor and (iii) manage personal and family investments, so long as such activities do not interfere with performance of Employee’s duties under the Employment Agreement. Employee also may serve on the board of directors or advisory committee of other for-profit enterprises subject to the consent of the Board, which shall not unreasonably be withheld; provided , however , that Employee shall not serve on more than two such boards at the same time.

          (c) Employee shall devote substantially all Employee’s working time, attention, best efforts and ability during regular business hours exclusively to the service of the Company, its affiliates and its subsidiaries during the term of this Agreement.

     Section 2. Compensation.

          (a) Annual Salary . As compensation for Employee’s services hereunder, the Company shall pay to Employee an initial annual salary at the rate of Two Million, Two Hundred and Eleven Thousand Chinese Renminbi (RMB 2,211,000) per annum, payable in accordance with the Company’s standard payroll policies (the “Annual Salary”). The Annual Salary shall be reviewed by the Company each December during the Term, and shall be subject to such increases (but not decreases) as the Company may determine, taking into consideration the Company’s and Employee’s performance during the preceding year as well as increases in the cost of living and other factors.

          (b) Bonus . The Company shall also pay Employee annual bonus compensation (“Bonus Compensation”) based on the success of business operations and the pre-tax profits of the Company and upon the performance of the Employee in accordance with the Company’s Executive Management Incentive Program or other then-existing bonus program. Any annual Bonus Compensation earned shall be paid in cash as soon as reasonably practicable after the end of the fiscal year for which such bonus was earned, and in any event not later than six months after the end of such fiscal year, unless the Compensation Committee of the Board determines (at a time and in a manner that complies with Section 409A of the U. S. Internal Revenue Code (“Section 409A”)) that payment shall be made at a later date and/or in a different form.

          (c) Long-term Equity Incentive Compensation . In addition to stock options and other equity awards previously granted pursuant to the terms of the Chindex International, Inc. 1994 Stock Option Plan, the Chindex International, Inc. 2004 Stock Incentive Plan, and the Chindex International, Inc. 2007 Stock Incentive Plan and award agreements thereunder, the Company may also grant to Employee unrestricted or restricted stock, stock options, and/or other equity incentive compensation under equity compensation plans of the Company in such form and having such terms as the Compensation Committee of the Board may determine.

     Section 3. Benefits; Expense Reimbursement.

          (a) During the Term, Employee shall participate in any group life, accident, sickness and hospitalization insurance, and any other employee benefit plans of the Company in effect during the Term and generally available to the Company’s senior executive officers. Without limiting the generality of the foregoing, during the Term, the Company will provide Employee at its expense with a life insurance policy with a death benefit equal to three (3) times Employee’s Annual Salary, the beneficiary to be named by Employee. Employee shall have the right to reimbursement, upon proper accounting, of reasonable expenses and disbursements incurred by Employee in the course of Employee’s duties hereunder. In addition, during each calendar year of the Term,

Employee shall be entitled to no less than five (5) weeks of paid home-leave vacation. In connection with such home-leave vacation the Company shall reimburse Employee for round-trip economy-class air fare for each of Employee, Employee’s spouse and Employee’s dependent children from Beijing to Employee’s home in the United States. In addition, for each calendar year of the Term, Employee shall be reimbursed for the tuition costs paid by Employee for Employee’s dependent children, if any, attending primary or secondary schools, provided , however , that such reimbursement shall not exceed ninety thousand dollars ($90,000) per calendar year. During the Term, Employee shall be entitled to the use of a Company-owned automobile or an allowance to reimburse Employee for Employee’s costs associated with the use of a personal automobile. During the Term, Employee shall also be provided a housing allowance of five thousand dollars ($5,000) per month in connection with Employee’s residence outside the United States. Payment or reimbursement of each of the business expenses, air fare, tuition, automobile, and housing benefits provided for in this paragraph with respect to any calendar year shall not affect the amount of benefits payable or expenses eligible for reimbursement in any other calendar year, and such benefits and reimbursements may not be exchanged for cash or another benefit. Payment of the housing allowance and reimbursement for any of the expenses referred to in this paragraph shall be made no later than the March 15 of the calendar year following the calendar year in which such expense is incurred.

          (b) Employee acknowledges that some or all of these benefits may be deemed compensation to Employee and that the Company may withhold from any amounts payable to Employee all federal, state, local and/or other taxes and amounts as shall be required pursuant to law, rule or regulation.

     Section 4. Employment Termination.

          (a)(1) At any time during the Term, and except as otherwise provided in Section 4(b) hereof, the Company shall only have the right to terminate this Employment Agreement and Employee’s employment with the Company hereunder, upon written notice to Employee, in the event Employee engages in conduct which constitutes “Cause.” For purposes of this Employment Agreement, Cause shall mean: (i) Employee’s willful misconduct in the performance of Employee’s obligations under this Employment Agreement or gross negligence in the performance of Employee’s obligations under this Employment Agreement; (ii) dishonesty or misappropriation by Employee relating to the Company or any of its funds, properties, or other assets; (iii) inexcusable repeated or prolonged absence from work by Employee (other than as a result of, or in connection with, a disability); (iv) any unauthorized disclosure by Employee of confidential or proprietary information of the Company which is reasonably likely to result in material harm to the Company; (v) a conviction of Employee (including entry of a guilty or nolo contendere plea) involving fraud, dishonesty, or moral turpitude, or involving a violation of federal or state securities laws; or (vi) the failure by Employee to attempt to perform faithfully Employee’s duties hereunder, or other material breach by Employee of this Employment Agreement, and such failure or breach is not cured, to the extent cure is possible, by Employee within thirty (30) days after written notice thereof from the Company to Employee; provided , however , that no event or condition described in clauses (i), (ii), (iii), (iv) and (vi) shall constitute Cause unless (x) the Company first

gives Employee written notice of its intention to terminate Employee’s employment for Cause and the grounds for such termination no fewer than twenty (20) days prior to the date of termination; and (y) Employee is provided the opportunity to appear before the Board, with or without legal representation at Employee’s election to present arguments on Employee’s own behalf; provided further , however, that notwithstanding anything to the contrary in this Agreement and subject to the other terms of this proviso, the Company may take any and all actions, including without limitation suspension (but not without pay), it deems appropriate with respect to Employee and Employee’s duties at the Company pending such appearance. No act or failure to act on Employee’s part will be considered “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interests of the Company.

               (2) If this Employment Agreement and Employee’s employment with the Company hereunder is terminated for Cause, or if Employee voluntarily resigns (which Employee may do at any time) from the Company without Good Reason during the Term, the Company shall pay Employee: (i) a lump sum amount within thirty (30) days after such termination (or such later date as may be required by Section 4(i) hereof) equal to the sum of (A) all earned but unpaid portions of the Annual Salary, (B) payment of or reimbursement for any unpaid housing allowance or unreimbursed business expenses, air fare, tuition, and automobile expenses incurred by Employee prior to the date of termination or resignation (the “Termination Date”) to which Employee is entitled pursuant to Section 3, and (C) payment for any unused vacation days through the Termination Date; (ii) any earned but unpaid cash Bonus Compensation for a previously completed fiscal year of the Company, which shall be paid at the time paid to active employees, but no later than six months after the end of the fiscal year for which the bonus was earned (or such later date as may be required by Section 4(i) hereof); and (iii) any other amounts or benefits (other than severance, termination or similar pay) required to be paid or provided by law or under any plan, program or policy of the Company, which shall be paid or provided in accordance with the terms of such law, plan, program or policy (or such later date as may be required by Section 4(i) hereof) (the items in clauses (i)(A)-(C), (ii), and (iii) collectively, the “Accrued Amounts”); and following any such termination, Employee shall not be entitled to receive any other compensation or benefits from the Company hereunder, including, without limitation, any portion of the annual Bonus Compensation for the fiscal year in which the Termination Date occurs.

          (b)(1) This Employment Agreement and Employee’s employment with the Company hereunder may also be terminated by the Company without Cause, or by Employee upon the occurrence of an event constituting Good Reason. For purposes of this Employment Agreement, “Good Reason” shall mean: (i) any reduction in Employee’s authority, functions, duties, or responsibilities; (ii) any adverse change in Employee’s positions, titles or reporting responsibility (such that Employee reports to a person other than the Board), (iii) the assignment of duties to Employee that are inconsistent with Employee’s position and status as Chief Executive Officer (CEO) of the Company; provided , however , that the provisions in clauses (i), (ii) and (iii) of this paragraph shall not include a change in Employee’s authority, functions, duties,

responsibilities, positions, titles or reporting responsibility following a Change in Control (as defined in the Company’s 2007 Stock Incentive Plan) solely by virtue of the Company being acquired and made part of a larger entity (as, for example, if Employee is not appointed as Chief Executive Officer (CEO) of the acquiring corporation, but continues to have a substantially similar level of responsibility over the affairs of the Company following such Change in Control); (iv) a reduction in the Annual Salary during the Term or a material reduction in Employee’s bonus opportunity during the Term; (v) any other material breach of this Employment Agreement by the Company; or (vi) Employee’s relocation by the Company or a successor thereto without Employee’s written consent to a location other than Beijing, China; provided that in the case of (i) through (v) above, the Company has failed to cure the event constituting Good Reason within thirty (30) days following written notice thereof from Employee.

          (2) In the event that Employee’s employment with the Company shall terminate during the Term on account of termination by the Company without Cause, or by Employee with Good Reason, then the Company shall pay or provide to Employee, as Employee’s sole and exclusive remedy hereunder: (A) the Accrued Amounts, which shall be paid or provided at the times set forth in Section 4(a)(2); (B) a pro-rated (based on the number of days employed in the year of termination or resignation) bonus for the fiscal year in which such termination or resignation occurs based on the amount of Bonus Compensation actually earned for such fiscal year by virtue of the achievement of the performance goals established for such fiscal year (a “Pro-Rated Bonus”), which shall be paid (and any equity award component of which shall be granted) at the same time the bonus for that fiscal year is paid to active employees, but not later than six months after the end of such fiscal year ( provided, however, that in the event the termination of Employee’s employment with the Company occurs within twelve (12) months following a Change in Control (as defined in the Company’s 2007 Stock Incentive Plan) which is also a change in control event as defined for purposes of Section 409A, the pro-rated bonus provided under this clause (B) shall instead be based on the greater of (i) the average of the Bonus Compensation paid to Employee for the two completed fiscal years immediately preceding the Termination Date and (ii) thirty percent (30%) of the Annual Salary of Employee as of the last day of the most recently completed fiscal year, and such amount shall be paid on the sixtieth (60 ^th ) day following the Termination Date (or such later date as may be required by Section 4(i))); (C)(1) group or individual health, sickness and hospital insurance substantially similar to that which Employee was receiving immediately prior to the notice of termination, which obligation to provide insurance shall commence upon such termination of employment and continue until Employee qualifies for Medicare, reaches age 65, dies, notifies the Company that such benefit should cease, or becomes eligible for corresponding benefits in connection with new employment, whichever occurs earliest, and (2) an annuity policy which will provide Employee with payments of five hundred dollars ($500) per month from the date Employee attains age 65 until her death that Employee can use to purchase supplemental health insurance, which annuity policy shall be delivered to Employee on the sixtieth (60 ^th ) day following the Termination Date (or such later date as may be required by Section 4(i)); (D) Three hundred percent (300%) of the sum of (1) the Annual Salary to which Employee would have been entitled if Employee had continued working for the Company for an additional twelve (12) month period following the Termination Date,

(2) the amount of annual Bonus Compensation that was paid to Employee for the Company’s fiscal year immediately prior to the fiscal year in which the Termination Date occurs, and (3) the annual housing allowance under Section 3, with the cash amounts payable under this clause (D) being paid to Employee in a lump sum payment on the sixtieth (60 ^th ) day following the Termination Date (or such later date as may be required by Section 4(i)); (E) all unvested equity awards, including without limitation all unvested stock options and all unvested stock grants granted to Employee prior to the Termination Date or pursuant to clause (B) or (D) of this paragraph, shall become vested and exercisable as follows: (1) Unvested equity awards granted prior to the Termination Date shall vest and become exercisable on the Termination Date (or, to the extent provided in the respective grant letter, upon Employee’s execution of the Release referred to in Section 24 hereof and expiration of any applicable revocation period, provided such Release has not been revoked); (2) equity awards granted pursuant to clause (D) of this paragraph shall be granted and shall vest and become exercisable upon Employee’s execution of the Release referred to in Section 24 hereof and expiration of any applicable revocation period, provided such Release has not been revoked; (3) equity awards granted pursuant to clause (B) of this paragraph shall vest and become exercisable upon the date of grant of such awards, provided that Employee has executed the Release referred to in Section 24 hereof and such Release has not been revoked within any applicable revocation period; (4) Employee shall have a period of ninety (90) days following the Termination Date, or in the case of stock options granted under clause (B), 90 days following the date of grant (or, in each case, such longer exercise period as may be provided in the respective option grant, but in no event past the respective expiration term of the option grant) to exercise all stock options granted under any of the Company’s plans then exercisable or which become exercisable pursuant to this clause (E); and (5) to the extent clause (B) or (D) of this paragraph would call for the grant of restricted stock or restricted stock units, the Company shall instead deliver fully vested shares of common stock of the Company on the day after the expiration of any applicable revocation period after Employee’s execution of the Release referred to in Section 24 provided such Release has not been revoked within such period, or such later date as may be required by Section 4(i); and (F) tuition reimbursements as provided in Section 3 shall be continued for the remainder of the calendar year in which the Termination Date occurs and for an additional three calendar years thereafter, payable at the times provided in Section 3 to the extent that Employee continues to be eligible for such reimbursement as provided in Section 3. Each tuition reimbursement payable under clause (F) shall be paid no later than the March 15 of the calendar year following the calendar year in which such tuition expense is incurred (or such later date as may be required by Section 4(i)). Notwithstanding the foregoing provisions of this paragraph: (1) the payments and equity grants provided for in clause (D) shall be contingent upon Employee’s continued compliance with Sections 5 and 6 hereof (except that Employee shall not be deemed for purposes of this Section 4(b) not to have been in compliance with Section 6 solely as a result of an unintentional disclosure of confidential information) and Employee shall be obligated to repay all such payments (and value realized from such equity grants) upon determination by the Board that Employee has failed to comply as such with Sections 5 or 6 hereof; (2) all of the payments and benefits provided for in this Section 4(b)(2) other than those provided for in clauses (A) and (C)(1) shall be subject to Employee’s

execution of the Release referred to in Section 24 within the time period set forth therein and Employee’s failure to revoke such Release within any applicable revocation period; and (3) the benefits continuation provided for in clause (C)(1) above shall terminate if the Release referred to in Section 24 has not been executed within the time period provided in Section 24 or has been revoked within any applicable revocation period.

          (c) In the event that Employee becomes entitled to one or more payments (with a “payment” including, without limitation, the vesting of an option or other non-cash benefit or property, whether pursuant to the terms of this Employment Agreement or any other plan, arrangement or agreement with the Company or any affiliated company) (the “Total Payments”), which are or become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the “Code”) (or any similar tax that may hereafter be imposed) (the “Excise Tax”), the Company shall pay to Employee at the time specified below an additional amount (the “Gross-up Payment”) (which shall include, without limitation, reimbursement for any penalties and interest that may accrue in respect of such Excise Tax) such that the net amount retained by Employee, after reduction for any Excise Tax (including any penalties or interest thereon) on the Total Payments and any federal, state and local income or employment tax and Excise Tax on the Gross-up Payment provided for by this section 4(c), but before reduction for any federal, state or local income or employment tax on the Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-up Payment in Employee’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-up Payment is to be made.

          (d) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax pursuant to subsection (c) above,

          (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent compensation consultants or auditors of nationally recognized standing selected by the Company and reasonably acceptable to Employee (“Independent Auditors”), the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax,

          (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i) above), and

          (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company’s Independent Auditors appointed pursuant to clause (i) above in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

          (e) For purposes of determining the amount of the Gross-up Payment, Employee shall be deemed (A) to pay federal income taxes at the highest marginal rate of federal income taxation for the calendar year in which the Gross-up Payment is to be made; (B) to pay any applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of Employee’s adjusted gross income); and (C) to have otherwise allowable deductions for federal, state and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-up Payment in Employee’s adjusted gross income. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, Employee shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to the time the amount of such reduction is refunded to Employee or otherwise realized as a benefit by Employee) the portion of the Gross-up Payment that would not have been paid if such Excise Tax had been applied in initially calculating the Gross-up Payment, plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the