TERMS OF
EMPLOYMENT
United Family Hospitals & Clinics
AGREEMENT
between EMPLOYEE and Beijing Chindex Hospital Management Consulting
Co., Ltd.
THIS AGREEMENT
is made on May 1, 2006 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”).
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.
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2.
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Representations and
Warranties
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2.1
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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
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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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(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 1 May 2006 and
shall continue three (3) years, 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 USD155K gross per annum.
EMPLOYEE may also specify amounts of base salary to be placed into
a tax advantageous benefit structure that can include any of the
following components:- housing, domestic and international travel
or education.
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 not to compete with UFH
for a period of two (2) years after termination of the
employment relationship.
5.3 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, up to an amount of USD30,000 per
year;
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5.3.3
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Travel Allowance of USD10,000 per
twelve month period for spouse/family travel and home
leave;
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5.3.4
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Share Options in Chindex
International totaling 20,000; 5,000 vesting upon commencement of
employment after signature of this Contract, and 5000 vesting each
year upon the employment anniversary for three years; a Share
Option Agreement will form an attachment to this Contract, as
Appendix I. The foregoing is subject to the final approval of
the Compensation Committee of Chindex International, Inc. making
such stock option award. Additional options will be granted as
additional potential bonus based on the outcome of the first year
review.
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5.3.5
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A
potential bonus earning of up to USD35,000 per twelve month period,
payable based upon performance criteria to be mutually determined
between EMPLOYEE and Roberta Lipson.
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5.3.6
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Allowance for professional
membership and conferences, including ACHE Congress ($3,000) and
ACHE membership at US$75 per twelve months.
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5.3.7
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Cost of relocation to Beijing, China
from New Delhi, India, up to a value of US$10,000 plus airfares for
EMPLOYEE and spouse.
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6.
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Illness
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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
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