Ceo Employment Agreement

Exhibit 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this " Employment Agreement" ), dated as of March 1, 2006 (the " Commencement Date" ), by and between Chindex International, Inc., a Delaware corporation (the " Company" or " Chindex" ), and Roberta Lipson (" Employee" ). 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 Chief Executive Officer (CEO) of the Company, reporting to the Board of Directors of the Company. Employee agrees to perform such duties, functions and responsibilities as are generally incident to such position, for a period commencing on March 1, 2006 and ending on December 31, 2010, 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 and to devote all of Employee' s business time and attention to the Company' s business. 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, during the Term the Company shall pay to Employee a salary of Two Hundred Twenty Thousand Dollars ($220,000) per annum, payable in accordance with the Company' s standard


payroll policies, and less all applicable federal, state and local withholding taxes (the " Annual Salary" ). The Annual Salary shall be reviewed by the Compensation Committee of the Board of Directors of the Company at least annually during the Term, and may be increased in the sole discretion of the Company in accordance with the policies of the Board of Directors, taking into consideration both the Company' s and Employee' s performance during the preceding year. (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 as recommended by the Compensation Committee and approved by the Board in accordance with the then-existing management incentive program of the Company or as may otherwise be determined by the Committee. (c) Long-term Equity Incentive Compensation . In addition to stock options previously granted pursuant to the terms of any of the Company' s stock option or stock incentive plans and option agreements (collectively, the " Option Agreements" ), the Company may also grant to Employee stock options under any new plans adopted by the Company and/or other long-term equity incentive compensation in such form and having such terms as the Committee may determine. Section 3. Benefits; Expense Reimbursement. During the Term, Employee shall participate in any group, accident, sickness, life and/or hospitalization insurance, and any other employee benefit plans of the Company in effect during the Term and generally available to the Company' s executive officers. 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 year of the Term, Employee shall be entitled to paid vacation of such duration and at such times as does not, in the opinion of the Board of Directors, interfere with Employee' s performance or Employee' s duties hereunder. In addition, in each year Employee shall be paid an amount equal to the Compensation Committee' s reasonably approved allowance for tuition costs paid by Employee for Employee' s minor children, if any, who attend primary or secondary schools. 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. The Company may pay to Employee a housing or other allowance or allowances as reasonably determined from time to time by the Compensation Committee. Employee acknowledges that some or all of these benefits may be deemed compensation to Employee and that the Company may withhold from any benefits 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) At any time during the Term, and except as otherwise provided in this Section, 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

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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) or (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. 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 a lump sum amount within thirty (30) days of such termination equal to the sum of (A) all earned but unpaid portions of the Annual Salary, (B) any earned but unpaid Bonus Compensation for a previously completed fiscal year of the Company, (C) reimbursement for any unreimbursed business expenses incurred by Employee prior to the date of termination or resignation (the " Termination Date" ) subject to reimbursement pursuant to Section 3, (D) payment for any unused vacation days through the Termination Date, and (E) 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 ((A)-(E) 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 for the year in which Employee is terminated. (b) This Employment Agreement and Employee' s employment with the Company hereunder may also be terminated by the Company at any time without Cause, or by Employee upon the occurrence of an event constituting Good Reason. For purposes of this Employment Agreement, " Good Reason" shall mean in connection with and following the occurrence of a Change of Control, (i) there is without Employee' s written consent a reduction of Employee' s authority, duties or responsibilities relative to Employee' s authority, duties or responsibilities in effect immediately prior to such reduction; provided , however , that the foregoing provision shall not include a reduction in duties or responsibilities solely by virtue of

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the Company being acquired and made part of a larger entity (as, for example, if Employee is not given the same title in the acquiri ...