exv10w3






Exhibit 10.3




AMENDED AND RESTATED EMPLOYMENT AGREEMENT 




          AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of December
22, 2008 (the “Effective Date”), by and between Chindex International, Inc., a Delaware corporation
(the “Company” or “Chindex”), and Lawrence Pemble (“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 Executive Vice President (EVP) and Chief Financial Officer (CFO) of the Company,
reporting to the Chief Executive Officer (CEO) 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
Company’s Board of Directors (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.










 



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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 Hundred Seventy Thousand Dollars
($270,000) 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 vacation. If Employee is requested by the Company
to move to China and agrees to do so, the Company shall thenceforth 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 connection with such vacation. 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










 



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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 an allowance of five
thousand dollars ($5,000) per month in connection with Employee’s maintenance of a remote office
facility in the United States. Payment or reimbursement of each of the business expenses, air fare
(if applicable), tuition, automobile, and remote office facility 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 remote office
facility 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










 



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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 remote office facility 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 CEO); (iii) the assignment of duties to Employee that are inconsistent with
Employee’s position and status as EVP and CFO 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 Executive Vice President (EVP) and Chief Financial Officer
(CFO) 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 Bethesda, Maryland; 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.










 



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          (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 (60th) 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 his death that Employee can use to purchase supplemental health insurance,
which annuity policy shall be delivered to Employee on the sixtieth (60th) 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 remote office facility 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 (60th) 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










 



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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










 



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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










 



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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 Excise Tax is determined to exceed the
amount taken into account hereunder at the time the Gross-up Payment is made (including by reason
of any payment the existence or amount of which cannot be determined at the time of the Gross-up
Payment), the Company shall make an additional Gross-up Payment in respect of such excess (plus any
interest and penalties payable with respect to such excess) at the time that the amount of such
excess is finally determined. The Gross-up Payment provided for above shall be paid on the
thirtieth day (or such earlier date as the Excise Tax becomes due and payable to the taxing
authorities) after it has been determined that the Total Payments (or any portion thereof) are
subject to the Excise Tax (or such later date as may be required by Section 4(i));
provided, however, that if the amount of such Gross-up Payment or portion thereof
cannot be finally determined on or before such day, the Company shall pay to Employee on such day
an estimate, as determined by the Company’s Independent Auditors appointed pursuant to clause
(i) above, of the minimum amount of such payments and shall pay the remainder of such payments
(together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), as soon as the
amount thereof can be determined. In the event that the amount of the estimated payments exceeds
the amount subsequently determined to have been due, such excess amount, together with interest at
the rate provided in Section 1274(b)(2)(B) of the Code, shall be repaid by Employee to the Company
within five (5) days after notice from the Company of such determination. If more than one
Gross-up Payment is made, the amount of each Gross-up Payment shall be computed so as not to
duplicate any prior Gross-up Payment. The Company shall have the right to control all proceedings
with the Internal Revenue Service that may arise in connection with the determination and
assessment of any Excise Tax and, at its sole option, the Company may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with any taxing authority in respect
of such Excise Tax (including any interest or penalties thereon); provided,
however, that the Company’s control over any such proceedings shall be limited to issues
with respect to which a Gross-up Payment would be payable hereunder and Employee shall be entitled
to settle or contest any other issue raised by the Internal Revenue Service or any other taxing
authority. Employee shall cooperate with the Company in any proceedings relating to the
determination and assessment of any Excise Tax and shall not take any position or action that would
materially increase the amount of any Gross-up Payment hereunder. Notwithstanding any other
provisions of this Section 4(e), any Gross-up Payment hereunder shall be made no later than the end
of the Employee’s taxable year next following the Employee’s taxable year in which the Employee
remits the Excise Tax (or interest or penalties thereon) to which the Gross-up Payment relates.




          (f) Except as otherwise provided in this Employment Agreement, Employee shall not be required
to mitigate the amount of any payment provided for in this Section 4 by seeking employment or
otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced
by any compensation earned by Employee as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by Employee to the Company, or
otherwise.




          (g) (1)  This Employment Agreement and Employee’s employment with the Company hereunder shall
terminate immediately and automatically upon the death of Employee, and may be terminated by the
Company upon the Disability (as defined below) of Employee. For purposes of this Employment
Agreement, “Disability” shall mean physical or mental










 



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incapacity of a nature which prevents Employee, in the good faith judgment of the Company’s
Board of Directors, from performing Employee’s duties under this Employment Agreement for a period
of 180 consecutive days or 270 days during any year with each year under this Employment Agreement
commencing on each anniversary of the Commencement Date. If this Employment Agreement and
Employee’s employment with the Company hereunder is terminated on account of the Employee’s death
or Disability, then the Company shall pay Employee, or Employee’s estate, conservator or designated
beneficiary, as the case may be, an amount equal to: (A) the Accrued Amounts, which shall be paid
at the times set forth in Section 4(a)(2); and (B) a pro-rated (based on the number of days
employed in the year of termination) bonus for the fiscal year in which such termination occurs
based on the greater of (1) the average of the Bonus Compensation paid to Employee for the two
completed fiscal years immediately preceding such termination, and (2) thirty percent (30%) of the
Annual Salary of Employee as of the last day of the most recently completed fiscal year, which
shall be paid in a lump sum on the sixtieth (60th) day following the Termination Date (or such
later date as may be required by Section 4(i)); and following any such termination, neither
Employee, nor Employee’s estate, conservator or designated beneficiary, as the case may be, shall
be entitled to receive any other compensation or benefits from the Company hereunder.
Notwithstanding the foregoing, in the event of termination on account of Disability, the amount
payable under clause (B) of this Section 4(g)(1) shall be subject to the execution by Employee or
Employee’s legal representatives of the Release referred to in Section 24 within the time period
set forth therein and such person’s failure to revoke such Release within any applicable revocation
period.




          (2) This Employment Agreement and Employee’s employment with the Company hereunder shall
terminate immediately and automatically upon the expiration of the Term. In such event, the
Company shall pay Employee: (A) the Accrued Amounts, which shall be paid at the times set forth in
Section 4(a)(2); and (B) a Pro-Rated Bonus (as defined in Section 4(b)(2)), which shall be paid at
the same time the bonus for that fiscal year is paid to active employees (or such later date as may
be required by Section 4(i)), but not later than six months after the end of such fiscal year; and
following any such termination, Employee shall not be entitled to receive any other compensation or
benefits from the Company hereunder, provided, however, that if the Company has
not, prior to expiration of the Term, offered to renew this Employment Agreement on commercially
reasonable terms as determined by the Company in good faith, then the Company shall also pay or
provide to Employee: (C) group life, sickness, hospitalization and accident insurance benefits
equivalent to those to which Employee would have been entitled if Employee had continued working
for the Company for an additional twelve (12) month period, commencing upon such termination and
continuing for a twelve (12) month period, and (D) the Annual Salary to the same extent to which
Employee would have been entitled if Employee had continued working for the Company for an
additional twelve (12) month period. The payment provided for in clause (D) above shall be made in
a lump sum payment on the sixtieth (60th) day following the Termination Date (or such later date as
may be required by Section 4(i)); provided that (1) the payment 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(g)(2) not to have been in
compliance with Section 6 solely as a result of an unintentional and immaterial disclosure of
confidential information) and Employee shall be obligated to repay such payment in its entirety
upon determination by the Board that Employee has failed to comply as such with Sections 5 or 6
hereof; (2) the payments and benefits provided for in clauses (B) and (D) of this Section










 



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4(g)(2) shall be subject to Employee’s execution of the Release referred to in Section 24
hereof 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) 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,
or upon Employee’s becoming eligible for corresponding benefits in connection with new employment.




          (h) Upon the termination of this Employment Agreement pursuant to Section 4 hereof, the
Company shall have no further obligations under this Employment Agreement except for amounts and
benefits payable pursuant to Section 4 hereof; provided however, that Sections 5
through 26 hereof shall survive and remain in full force and effect.




          (i) Notwithstanding the foregoing provisions of this Section 4, if Employee is a specified
employee within the meaning of Section 409A, as determined by the Compensation Committee of the
Board in accordance with Section 409A, any amounts payable under this Section 4 which constitute
“deferred compensation” within the meaning of Section 409A and which are otherwise scheduled to be
paid during the first six months following Employee’s termination of employment (other than any
payments that are permitted under Section 409A to be paid within six months following termination
of employment of a specified employee) shall be suspended until the six-month anniversary of
Employee’s termination of employment (or Employee’s death, if sooner), at which time all payments
that were suspended shall be paid to Employee in a lump sum, together with interest on each
suspended payment at the prime rate (as reported in the Wall Street Journal) in effect on the date
of termination, compounded daily, from the date of suspension to the date of payment. In the event
any insurance benefits to be provided under clause (C)(1) of Section 4(b)(2) or clause (C) of
Section 4(g)(2) are subject to suspension pursuant to the preceding sentence, Employee shall pay
for such insurance during the suspension period and shall be reimbursed by the Company for such
amounts, together with interest on each such payment at the rate described in the preceding
sentence, at the end of such suspension period. For purposes of Section 409A, each installment or
other payment under this Section 4 will be treated as a separate payment. The insurance benefits
to be provided under clause (C)(1) of Section 4(b)(2) or clause (C) of Section 4(g)(2) during any
calendar year shall not affect the amount of benefits to be provided in any other calendar year,
and such benefits may not be exchanged for cash or another benefit. A termination of employment
shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits upon or following a termination of employment unless such
termination is also a “separation from service” (within the meaning of Section 409A).




Section 5. Non-Competition.




          (a) Employee hereby agrees that, during the period from the Commencement Date through the end
of the first twelve (12) months after the cessation of Employee’s employment with the Company,
Employee will not engage in “Competition” with the Company. For purposes of this Employment
Agreement, Competition by Employee shall mean Employee’s engaging in, or otherwise directly or
indirectly being employed by or acting as a consultant or lender to, or being a director, officer,
employee, principal, agent, stockholder, member, owner or partner of, or permitting Employee’s name
to be used in connection with the activities of any other business or organization anywhere in the
World which primarily engages in the business of










 



11

providing health care services or selling health care products in China (a “Competing
Business”); provided, however, that, notwithstanding the foregoing, it shall not be
a violation of this Section 5(a) for Employee to (x) become the registered or beneficial owner of
up to three percent (3%) of any class of the capital stock of a competing corporation, provided
that Employee does not otherwise participate in the business of such corporation or (y) work in a
non-competitive business of a company which is carrying on a Competing Business, the revenues of
which represent less than twenty percent (20%) of the consolidated revenues of that company, or, as
a result thereof, owning compensatory equity in that company.




          (b) Employee hereby agrees that, during the period from the Commencement Date through the end
of the first twelve (12) months after the cessation of Employee’s employment with the Company,
Employee will not solicit for employment or hire, in any business enterprise or activity, any
employee of the Company who was employed by the Company during the Term; provided, the foregoing
shall not be violated by general advertising not targeted at Company employees nor by serving as a
reference upon request.




Section 6. Confidentiality; Intellectual Property.




          (a) Except as otherwise provided in this Employment Agreement, at all times during and after
the Term, Employee shall keep secret and retain in strictest confidence, any and all confidential
information relating to the Company, and shall use such confidential information only in
furtherance of the performance by Employee of Employee’s duties to the Company and not for personal
benefit or the benefit of any interest adverse to the Company’s interests. For purposes of this
Employment Agreement, “confidential information” shall mean any information including without
limitation plans, specifications, models, samples, data, customer lists and customer information,
computer programs and documentation, and other technical and/or business information, in whatever
form, tangible or intangible, that can be communicated by whatever means available at such time,
that relates to the Company’s current business or future business contemplated during the Term,
products, services and development, or information received from others that the Company is
obligated to treat as confidential or proprietary (provided that such confidential
information shall not include any information that (a) has become generally available to the public
or is generally known in the relevant trade or industry other than as a result of an improper
disclosure by Employee, or (b) was available to or became known to Employee prior to the disclosure
of such information on a non-confidential basis without breach of any duty of confidentiality to
the Company), and Employee shall not disclose such confidential information to any Person other
than the Company, except with the prior written consent of the Company, as may be required by law
or court or administrative order (in which event Employee shall so notify the Company as promptly
as practicable), or in performance of Employee’s duties hereunder. Further, this Section 6(a)
shall not prevent Employee from disclosing Confidential Information in connection with any
litigation, arbitration or mediation to enforce this Employment Agreement, provided that such
disclosure is necessary for Employee to assert any claim or defense in such proceeding.




          (b) Upon termination of the Term for any reason, Employee shall return to the Company all
copies, reproductions and summaries of confidential information in Employee’s possession and erase
the same from all media in Employee’s possession, and, if the Company so requests, shall certify in
writing that Employee has done so. All confidential information is and










 



12

shall remain the property of the Company (or, in the case of information that the Company
receives from a third party which it is obligated to treat as confidential, then the property of
such third party); provided, however, that Employee shall be entitled to retain
copies of (i) information showing Employee’s compensation or relating to reimbursement of expenses,
(ii) information that is required for the preparation of Employee’s personal income tax return,
(iii) documents provided to Employee in Employee’s capacity as a participant in any employee
benefit plan, policy or program of the Company and (iv) this Employment Agreement and any other
agreement by and between Employee and the Company with regard to Employee’s employment or
termination thereof.




          (c) All Intellectual Property (as hereinafter defined) and Technology (as hereinafter defined)
created, developed, obtained or conceived of by Employee during the Term, and all business
opportunities presented to Employee during the Term, shall be owned by and belong exclusively to
the Company, provided that they reasonably relate to any of the business of the Company on the date
of such creation, development, obtaining or conception, and Employee shall (i) promptly disclose
any such Intellectual Property, Technology or business opportunity to the Company, and (ii) execute
and deliver to the Company, without additional compensation, such instruments as the Company may
require from time to time to evidence its ownership of any such Intellectual Property, Technology
or business opportunity. For purposes of this Employment Agreement, (x) the term “Intellectual
Property” means and includes any and all trademarks, trade names, service marks, service names,
patents, copyrights, and applications therefor, and (y) the term “Technology” means and includes
any and all trade secrets, proprietary information, invention, discoveries, know-how, formulae,
processes and procedures.




Section 7. Covenants Reasonable.




          The parties acknowledge that the restrictions contained in Sections 5 and 6 hereof are a
reasonable and necessary protection of the immediate interests of the Company, and any violation of
these restrictions could cause substantial injury to the Company and that the Company would not
have entered into this Employment Agreement, without receiving the additional consideration offered
by Employee in binding Employee to any of these restrictions. In the event of a breach or
threatened breach by Employee of any of these restrictions, the Company shall be entitled to apply
to any court of competent jurisdiction for an injunction restraining Employee from such breach or
threatened breach; provided, however, that the right to apply for an injunction
shall not be construed as prohibiting the Company from pursuing any other available remedies for
such breach or threatened breach.




Section 8. No Third Party Beneficiary.




          This Employment Agreement is not intended and shall not be construed to confer any rights or
remedies hereunder upon any Person, other than the parties hereto or their permitted assigns
(including, without limitation, Employee’s estate following Employee’s death). “Person” shall mean
an individual, corporation, partnership, limited liability company, limited liability partnership,
association, trust or other unincorporated organization or entity.










 



13


Section 9. Notices.




          Unless otherwise provided herein, any notice, exercise of rights or other communication
required or permitted to be given hereunder shall be in writing and shall be given by overnight
delivery service such as Federal Express, telecopy (or like transmission) or personal delivery
against receipt, or mailed by registered or certified mail (return receipt requested), to the party
to whom it is given at such party’s address set forth below such party’s name on the signature page
or such other address as such party may hereafter specify by notice to the other party hereto. Any
notice or other communication shall be deemed to have been given as of the date so personally
delivered or transmitted by telecopy or like transmission or on the next business day when sent by
overnight delivery service.




Section 10. Representations.




          The Company hereby represents and warrants that the execution and delivery of this Employment
Agreement and the performance by the Company of its obligations hereunder have been duly authorized
by all necessary corporate action of the Company.




Section 11. Withholding.




          Anything to the contrary notwithstanding, all payments required to be made by the Company to
the Employee, his transferee or his beneficiaries, including his estate, shall be subject to
withholding of such amounts relating to taxes as the Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.




Section 12. Amendment.




          This Employment Agreement may be amended only by a written agreement signed by the parties
hereto.




Section 13. Binding Effect.




          The rights and duties under this Employment Agreement are not assignable by Employee other
than as a result of Employee’s death. None of Employee’s rights under this Employment Agreement
shall be subject to any encumbrances or the claims of Employee’s creditors. This Employment
Agreement shall be binding upon and inure to the benefit of the Company and any successor
organization which shall succeed to the Company by merger or consolidation or operation of law, or
by acquisition of all or substantially all of the assets of the Company (provided that a successor
by way of acquisition of assets shall have undertaken in writing to assume the obligations of the
Company hereunder).




Section 14. Governing Law.




          This Employment Agreement shall be governed by and construed in accordance with the internal
laws of the State of California applicable to contracts to be performed wholly within the state and
without regard to its conflict of laws provisions.










 



14


Section 15. Severability.




          If any provision of this Employment Agreement, including those contained in Sections 5 and 6
hereof, shall for any reason be held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof shall not be affected or impaired thereby.
Moreover, if any one or more of the provisions of this Employment Agreement, including those
contained in Sections 5 and 6 hereof, shall be held to be excessively broad as to duration,
activity or subject, such provisions shall be construed by limiting and reducing them so as to be
enforceable to the maximum extent allowable by applicable law. To the extent permitted by
applicable law, each party hereto waives any provision of law that renders any provision of this
Employment Agreement invalid, illegal or unenforceable in any way.




Section 16. Execution in Counterparts.




          This Employment Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which shall constitute one and the same instrument.




Section 17. Entire Agreement.




          This Employment Agreement sets forth the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, between the parties with respect to the subject matter
hereof and thereof.




Section 18. Titles and Headings.




          Titles and headings to Sections herein are for purposes of reference only, and shall in no way
limit, define or otherwise affect the meaning or interpretation of any of the provisions of this
Employment Agreement.




Section 19. Conflicts of Interest.




          Employee specifically covenants, warrants and represents to the Company that Employee has the
full, complete and entire right and authority to enter into this Employment Agreement, that
Employee has no agreement, duty, commitment or responsibility of any kind or nature whatsoever with
any corporation, partnership, firm, company, joint venture or other entity or other Person which
would conflict in any manner whatsoever with any of Employee’s duties, obligations or
responsibilities to the Company pursuant to this Employment Agreement, that Employee is not in
possession of any document or other tangible property of any other Person of a confidential or
proprietary nature which would conflict in any manner whatsoever with any of Employee’s duties,
obligations or responsibilities to the Company pursuant to Employee’s Employment Agreement, and
that Employee is fully ready, willing and able to perform each and all of Employee’s duties,
obligations and responsibilities to the Company pursuant to this Employment Agreement.










 



15




Section 20. Consent to Jurisdiction.




          Employee hereby irrevocably submits to the jurisdiction of any New York State or Federal court
sitting in the City of New York in any action or proceeding to enforce the provisions of this
Employment Agreement, and waives the defense of inconvenient forum to the maintenance of any such
action or proceeding.




Section 21. Indemnification.




          The Company has entered into an indemnification agreement with Employee (the “Indemnification
Agreement”) and shall both during and, while potential liability exists, after the Term continue to
provide Employee with rights to indemnification which are no less favorable than the rights
provided to Employee under the Indemnification Agreement.




Section 22. Liability Insurance.




          The Company shall cover Employee under directors and officers liability insurance both during
and, while potential liability exists, after the Term in the same amount and to the same extent as
the Company generally provides to its other senior executive officers and directors. This
provision shall in all events survive any termination of this Employment Agreement.




Section 23. No Duty to Mitigate.




          Employee shall have no duty to mitigate or offset any amounts payable by the Company to
Employee hereunder.




Section 24. Release.




          As a condition to the obligation of the Company to make the payments provided for in this
Employment Agreement and otherwise perform its obligations hereunder to Employee upon termination
of Employee’s employment, Employee or Employee’s legal representatives shall deliver to the
Company, no later than 45 days after termination of Employee’s employment pursuant to either
Section 4(b) or 4(g) (other than due to Employee’s death), a written release, substantially in the
form attached hereto as Exhibit A, and the time for revocation of such release shall have expired
without the release having been revoked; provided, however, that such release shall
be conditioned on the receipt from the Company of a release of Employee, provided that such release
from the Company shall not be such a condition and shall be null and void and of no force or effect
in the event of any act or omission by Employee that could constitute the basis for termination for
Cause or that could be a crime of any kind.




Section 25. Stock Option Exercises.




          Notwithstanding anything to the contrary contained in this Agreement, in the event that
Employee’s employment terminates for any reason, the Company shall not, unless required by law or
the express terms of the applicable plan or stock option contract relating thereto, impede or delay
the exercise of any option to purchase shares of the Company’s common stock granted to Employee
pursuant to any plan approved by the Company’s










 



16

stockholders; it being understood that the stock options granted in connection with
termination of Employee’s employment pursuant to Section 4 hereof shall not become exercisable
except as provided in Section 4.




Section 26. Section 409A.




          This Agreement is intended to comply with Section 409A and any ambiguities shall be
interpreted consistent with such intention. Employee and the Company agree to cooperate to make
such amendments to the terms of this Employment Agreement as may be necessary to avoid the
imposition of penalties and additional taxes under Section 409A of the Code; provided,
however, that the Company agrees that any such amendment shall, to the extent possible
without violating Section 409A, provide Employee with economically equivalent payments and
benefits.




Section 27. Review of Counsel.




          Employee hereby acknowledges and confirms that Employee is freely entering into this
Employment Agreement and that Employee has had an opportunity to consult with an attorney of
Employee’s choice in connection with the negotiation and execution of this Employment Agreement.










 



17


          IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date
first written above.




	 	 	 
	 

	 	/s/ Lawrence Pemble
	 

	 	 
	 

	 	Lawrence Pemble
	 

	 	4340 East West Highway, Suite 1100
	 

	 	Bethesda, Maryland 20814






	 	 	 	 	 
	 	 	CHINDEX INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Julius Y. Oestreicher
	 

	 	 	 	 
	 

	 	Name:
	 	Julius Y. Oestreicher
	 

	 	Title:
	 	Chairman - Compensation Committee
	 
	 	 	 	 
	 	 	4340 East West Highway, Suite 1100
	 	 	Bethesda, Maryland 20814












 



 


EXHIBIT A




Form of Release 




          This Release (this “Release”) is entered into by Lawrence Pemble (“Employee”)
and Chindex International, Inc., a Delaware corporation (the “Company”), effective as of
___ [DATE] (the “Effective Date”).




          In consideration of the promises set forth in the Amended and Restated Employment Agreement
between Employee and the Company, dated as of ___, 2008 (the “Employment Agreement”),
Employee and the Company agree as follows:




     1. General Releases and Waivers of Claims.



          (a) Employee’s Release of Company. In consideration of the payments and benefits
provided to Employee under the Employment Agreement and after consultation with counsel, Employee
and each of Employee’s respective heirs, executors, administrators, representatives, agents,
successors and assigns (collectively, the “Employee Parties”) hereby irrevocably and
unconditionally release and forever discharge the Company and its subsidiaries and affiliates and
each of their respective officers, employees, directors, shareholders and agents (“Company
Parties”) from any and all claims, actions, causes of action, rights, judgments, fees and costs
(including attorneys’ fees), obligations, damages, demands, accountings or liabilities of whatever
kind or character (collectively, “Claims”), including, without limitation, any Claims based
upon contract, tort, or under any federal, state, local or foreign law, that the Employee Parties
may have, or in the future may possess, arising out of any aspect of Employee’s employment
relationship with and service as an employee, officer, director or agent of the Company or any of
its subsidiaries or affiliates, or the termination of such relationship or service, that occurred,
existed or arose on or prior to the date hereof; provided, however, that Employee
does not release, discharge or waive (i) any rights to payments and benefits provided under the
Employment Agreement that are contingent upon the execution by Employee of this Release, (ii) any
right Employee may have to enforce this Release or the provisions of the Employment Agreement that
survive termination of the Employment Agreement, (iii) Employee’s eligibility for indemnification
in accordance with any written indemnification agreement, the Company’s certificate of
incorporation, bylaws or other corporate governance document, or any applicable insurance policy,
with respect to any liability Employee incurred or might incur as an employee, officer or director
of the Company, including, without limitation, pursuant to Sections 20 and 21 of the Employment
Agreement, or (iv) any claims for accrued, vested benefits under any employee benefit or pension
plan of the Company Parties subject to the terms and conditions of such plan and applicable law
including, without limitation, any such claims under the Employee Retirement Income Security Act of
1974.




          (b) Executive’s Specific Release of ADEA Claims. In further consideration of the
payments and benefits provided to Employee under the Employment Agreement, the Employee Parties
hereby unconditionally release and forever discharge the Company Parties from any and all Claims
that the Employee Parties may have as of the date Employee signs this Release arising under the
Federal Age Discrimination in Employment Act of 1967, as amended,


Chindex -
Pemble Employment Agreement









 



 

and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing
this Release, Employee hereby acknowledges and confirms the following: (i) Employee was advised by
the Company in connection with Employee’s termination to consult with an attorney of Employee’s
choice prior to signing this Release and to have such attorney explain to Employee the terms of
this Release, including, without limitation, the terms relating to Employee’s release of claims
arising under ADEA; (ii) Employee was given a period of not fewer than 21 days or 45 days,
whichever is applicable under applicable law, to consider the terms of this Release and to consult
with an attorney of Employee’s choosing with respect thereto; and (iii) Employee knowingly and
voluntarily accepts the terms of this Release. Employee also understands that Employee has
seven (7) days following the date on which Employee signs this Release within which to revoke the
release contained in this paragraph, by providing the Company a written notice of Employee’s
revocation of the release and waiver contained in this paragraph.




          (c) Company’s Release of Executive. The Company for itself and on behalf of the
Company Parties hereby irrevocably and unconditionally release and forever discharge the Employee
Parties from any and all Claims, including, without limitation, any Claims based upon contract,
tort, or under any federal, state, local or foreign law, that the Company Parties may have, or in
the future may possess, arising out of any aspect of Employee’s employment relationship with and
service as an employee, officer, director or agent of the Company or any of its subsidiaries or
affiliates, or the termination of such relationship or service, that occurred, existed or arose on
or prior to the date hereof, excepting any Claim which would constitute or result from conduct by
Employee that could constitute the basis for termination for Cause under the Employment Agreement
or could be a crime of any kind. Anything to the contrary notwithstanding in this Release, nothing
herein shall release Employee or any other Employee Party from any Claims based on any right the
Company may have to enforce this Release or the Employment Agreement.




          (d) No Assignment. Each of the parties represents and warrants that it has not
assigned any of the Claims being released under this Release.




     2. Proceedings. Each of Employee and the Company represents and warrants that it has
not filed any complaint, charge, claim or proceeding against the other party before any local,
state or federal agency, court or other body relating to Employee’s employment or the termination
thereof (each, individually, a “Proceeding”).



     3. Remedies.



          (a) In the event Employee initiates or voluntarily participates in any Proceeding involving
any of the matters waived or released in this Release, or if Employee fails to abide by any of the
terms of this Release, or if Employee revokes the ADEA release contained in Paragraph 2(b) of this
Release within the seven-day period provided under Paragraph 2(b), the Company may, in addition to
any other remedies it may have, reclaim any amounts paid to Employee, and terminate any benefits or
payments that are due, pursuant to the termination provisions of the Employment Agreement, without
waiving the release granted herein. In addition, in the event that the Board of Directors of the
Company determines that Employee has failed to comply with Sections 5 and/or 6 of the Employment
Agreement (other than as a result of an unintentional and immaterial disclosure of confidential
information), the Company may, in


A-2









 



addition to any other remedies it may have, reclaim any amounts paid to Employee pursuant to
Section 4(b)(2)(D) or Section 4(g)(2)(D) of the Employment Agreement, without waiving the release
granted herein. Employee acknowledges and agrees that the remedy at law available to the Company
for breach of any of Employee’s post-termination obligations under the Employment Agreement or
Employee’s obligations herein would be inadequate and that damages flowing from such a breach may
not readily be susceptible to being measured in monetary terms. Accordingly, Employee
acknowledges, consents and agrees that, in addition to any other rights or remedies that the
Company may have at law or in equity, the Company shall be entitled to seek a temporary restraining
order or a preliminary or permanent injunction, or both, without bond or other security,
restraining Employee from breaching Employee’s post-termination obligations under the Employment
Agreement or Employee’s obligations hereunder. Such injunctive relief in any court shall be
available to the Company, in lieu of, or prior to or pending determination in, any arbitration
proceeding.




          (b) Employee understands that by entering into this Release Employee will be limiting the
availability of certain remedies that Employee may have against the Company and limiting also
Employee’s ability to pursue certain claims against the Company.




          (c) The Company acknowledges and agrees that the remedy at law available to Employee for
breach of any of its post-termination obligations under the Employment Agreement or its obligations
hereunder would be inadequate and that damages flowing from such a breach may not readily be
susceptible to being measured in monetary terms. Accordingly, the Company acknowledges, consents
and agrees that, in addition to any other rights or remedies that Employee may have at law or in
equity, Employee shall be entitled to seek a temporary restraining order or a preliminary or
permanent injunction, or both, without bond or other security, restraining the Company from
breaching its post-termination obligations under the Employment Agreement or its obligations
hereunder. Such injunctive relief in any court shall be available to Employee, in lieu of, or
prior to or pending determination in, any arbitration proceeding.




          (d) The Company understands that by entering into this Release it will be limiting the
availability of certain remedies that it may have against Employee and limiting also its ability to
pursue certain claims against Employee.




     4. Severability Clause. In the event any provision or part of this Release is found
to be invalid or unenforceable, only that particular provision or part so found, and not the entire
Release, will be inoperative.



     5. Nonadmission. Nothing contained in this Release will be deemed or construed as an
admission of wrongdoing or liability on the part of the Company or Employee.



     6. Governing Law. All matters affecting this Release, including the validity thereof,
are to be governed by, and interpreted and construed in accordance with, the laws of the State of
Maryland applicable to contracts executed in and to be performed in that State.



     7. Notices. All notices or communications hereunder shall be made in accordance with
Section 9 of the Employment Agreement:



A-3











 





          EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS RELEASE AND THAT EMPLOYEE FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EMPLOYEE HEREBY EXECUTES THE SAME AND MAKES THIS
RELEASE AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF EMPLOYEE’S OWN FREE
WILL.




          IN WITNESS WHEREOF, the parties have executed this Release as of the date first set forth
above.




	 	 	 	 	 
	 
	 	 	 
	 	 	Lawrence Pemble
	 
	 	 	 	 
	 	 	CHINDEX INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 






A-4