TERMS OF
EMPLOYMENT
United Family Hospitals & Clinics
AGREEMENT
between EMPLOYEE and Beijing Chindex Hospital Management Consulting
Co., Ltd.
THIS AGREEMENT
is made on December 1, 2008 between Anne Moncure (hereinafter
referred to as “EMPLOYEE”) and the Beijing Chindex
Hospital Management Consulting Co., Ltd., a wholly foreign owned
organization engaged in the health care business, including
providing services to Beijing United Family Hospital and Clinics
and Shanghai United Family Hospital and Clinics, at Room 216,
Estoril House, #2 Jiang Tai Lu, Chaoyang District, Beijing
(hereinafter known as “UFH”). This Agreement amends and
restates the agreement between the Employee and UFH made on
May 1, 2006 (the “Original Agreement”).
NOW THEREFORE,
it is agreed as follows:
UFH hereby
agrees to engage the EMPLOYEE and the EMPLOYEE hereby agrees to
serve as UFH President and concurrently serve as the General
Manager of the Beijing United Family Hospital & Clinics upon
all the terms and conditions hereinafter set forth. The location of
EMPLOYEE’s employment is Beijing, China, but the expectation
is that the EMPLOYEE will travel regularly to other facilities
within the UFH group throughout China. It is also anticipated that
travel to the United States will be required from time to
time.
2.
Representations and Warranties
2.1 EMPLOYEE
hereby represents and warrants to UFH that:
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(a)
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All
legal actions involving EMPLOYEE as a party or prospective party
and of which EMPLOYEE has knowledge, whether pending or threatened,
have been disclosed to UFH;
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(b)
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All
material statements and supporting documentation submitted by
EMPLOYEE in the process of applying for employment at UFH are, to
the best of his/her knowledge, true and correct; and
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(c)
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EMPLOYEE will update material
information provided to UFH in the application process if such
information changes.
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2.2 UFH hereby
represents and warrants to EMPLOYEE that:
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(a)
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It
is duly organized and authorized under Chinese law to conduct the
business of healthcare and hospital consulting services and to
employ EMPLOYEE to serve in an employment capacity with UFH;
and
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Chindex -
Moncure Employment Agreement i
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(b)
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It
will pay for all required applications, examinations and
registrations in China to allow EMPLOYEE to serve in an employment
capacity under this Agreement and it will undertake its best
efforts to maintain the required Chinese regulatory approvals and
registrations for EMPLOYEE to continue to serve in an employment
capacity in accordance with the provisions of this Agreement.
EMPLOYEE understands that UFH cannot guarantee that EMPLOYEE will
continue to be authorized for employment in China;
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The services of
EMPLOYEE under this Agreement shall commence on the date hereof and
shall continue until April 30, 2009 (which is three
(3) years from the date of the Original Agreement), unless
earlier terminated as provided in this Agreement and may be
extended with the Agreement of both parties. Three (3) months
notice should be given if either EMPLOYEE or UFH does not intend to
continue the work relationship upon the completion of the term of
this Agreement.
4.1 During
EMPLOYEE’s period of service under this Agreement, EMPLOYEE
shall perform such duties as are consistent with the
EMPLOYEE’s skills and training and as may be consistent with
his/her position at UFH.
4.2 EMPLOYEE
recognizes that because of UFH’s unique status as the sole
provider of international standard hospital facilities in China,
the nature of and demand for EMPLOYEE’s services may differ
from those which would be the case in a similar HOSPITAL in the
United States of America, United Kingdom, or similar developed
country.
4.3 EMPLOYEE
shall devote full working time, energy and skills to UFH except as
otherwise expressly permitted in writing by UFH.
4.4 EMPLOYEE
agrees to be assigned as the UFH President and General Manager of
Beijing United Family Hospital and Clinics and to fulfill the
responsibilities of both positions.
5.1 The
EMPLOYEE will be paid a base salary of Chinese RMB [1,917,010.88]
[1,935,636] 1 gross per annum.
5.2 UFH and
EMPLOYEE agree that 15% of the total contract salary amount is
specifically intended as economic compensation to the employee in
exchange for the EMPLOYEE’s promise
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1.
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Please confirm
amount. The Sept. 24, 2008 email from James Glucksman stated her
taxable salary as RMB 1,917,919.88, but the earlier Compensation
Committee resolution stated it as RMB 1,935,636.
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not to compete
with UFH for a period of two (2) years after termination of
the employment relationship.
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5.3
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In
addition, the EMPLOYEE will be entitled to the following benefits
:-
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5.3.1
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Full healthcare and dental insurance
for EMPLOYEE and spouse;
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5.3.2
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Housing located physically close to
the Beijing facility, in the amount of RMB 336,000 per calendar
year 2 ;
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5.3.3
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Travel Allowance of RMB 62,808 per
calendar year for spouse/family travel and home leave;
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5.3.4
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In
addition to stock options in Chindex International, Inc.
(“Chindex”) granted under the Original Agreement,
EMPLOYEE may be granted stock options and/or other equity
compensation in Chindex in such form and having such terms as the
Compensation Committee of the Chindex Board of Directors (the
“Compensation Committee”) may determine.
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5.3.5
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EMPLOYEE shall be a participant in
the Chindex Executive Management Incentive Program or other
then-existing bonus program. Any bonus 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 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.
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5.3.6
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Allowance for professional
membership and conferences and other tuition of RMB 7200.12 per
calendar year. 3
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5.3.7
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Payment or reimbursement of each of
the housing benefit, travel allowance and professional membership,
conference and tuition allowance provided for in
Sections 5.3.2, 5.3.3, and 5.3.6 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.
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2.
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Please confirm
that this housing allowance is a fixed amount rather than an upper
limit on reimbursement for actual expenses.
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3.
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Please confirm.
This is based on the Sept. 24, 2008 email from James Glucksman.
Original Agreement provided for “allowance for professional
membership and conferences, including ACHE Congress ($3,000) and
ACHE membership ($75) per year.”
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Payment or
reimbursement of such allowances shall be made no later than
March 15 of the calendar year following the calendar year in
which the expense is incurred. 4
If the EMPLOYEE
is unable to attend work due to injury or illness the EMPLOYEE is
entitled to claim Sickness Leave Payment. Where the EMPLOYEE is
ill, the EMPLOYEE is entitled to six (6) paid days in each
year on full pay.
EMPLOYEE shall
be entitled to paid vacations as are in accordance with the UFH
Vacation and Leave Schedule as in effect from time to time.
EMPL
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