Nobilis Health Corp.: Exhibit 10.6 - Filed by newsfilecorp.com






[Execution Version] 

EMPLOYMENT AGREEMENT 

EMPLOYMENT AGREEMENT (this “Agreement”), dated as
of the 26th day of November 2014 (the “Effective Date”) by and among
Chris Lloyd (the “Executive”), Northstar Healthcare Acquisitions,
L.L.C., a Delaware limited liability company (the “Company”), and
Northstar Healthcare Inc., a corporation incorporated under the laws of British
Columbia (the “Issuer”). 

     WHEREAS, the
Company wishes to employ the Executive upon the terms and conditions hereinafter
set forth, and the Executive is willing and able to accept such employment on
such terms and conditions. 

     AND WHEREAS, the
Company is an indirect subsidiary of the Issuer. 

     AND WHEREAS, the Issuer
wishes for the Executive to serve as an Executive of the Issuer for no
additional compensation upon the terms and conditions hereinafter set forth, and
the Executive is willing and able to serve in such capacity on such terms and
conditions. 

     NOW, THEREFORE,
in consideration of the mutual premises set forth below, the Company, the Issuer
and the Executive agree as follows: 

	1. 	
      Employment Duties. The Company hereby employs the
      Executive, and the Executive accepts employment, as Chief Executive
      Officer, subject to the direction and control of the Board of Managers of
      the Company (the “Board”) and the Board of Directors of the Issuer
      (the “Issuer Board”). The Executive will report to the Board.
      During the employment period, the Executive shall have such duties,
      responsibilities and authority with the Company and its subsidiaries and
      affiliates that are consistent with such position and are assigned by the
      Board and the Issuer Board, as applicable. Executive may (a) manage his
      own passive investments, and (b) serve on civic, charitable or non-profit
      boards or committees, including any board of directors of such
      organization on which the Executive currently serves (a list of which is
      attached hereto as Schedule “A”), so long as any of such activities do not
      interfere with the performance of the Executive’s responsibilities
      pursuant to this Agreement.

	 	 
	2. 	
      Term. The Executive’s employment shall commence on
      the Effective Date of this Agreement and, unless earlier terminated as
      provided herein, shall continue until the date that is three (3) years
      from the Effective Date. This Agreement shall automatically renew for
      additional one (1) year terms unless written notice is provided by either
      the Executive or the Company at least 30 days prior to the expiration of
      any term hereunder.

	 	 
	3. 	
      Place of Employment.

	 	 
		
      The Executive’s place of employment will be the Company’s
      office located in Dallas, Texas.

	 	 
	4. 	
      Compensation and
Benefits.




	 	(a) 	
      Base Salary. The Company will pay the Executive a
      salary of $600,000.00) per annum (“Base Salary”) payable in
      accordance with the Company’s normal payroll practices. Said Base Salary
      shall increase to $625,000.00 in year two of the Term and
      $650,000.00 in year three of the Term.







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	 	(b) 	
      STIP. The Executive will be eligible to
      participate in the Company’s short-term incentive plan for senior
      management (the “STIP”). The Executive’s target annual bonus under
      the STIP shall be 40% of his Base Salary, as determined by the
      Compensation, Nominating and Corporate Governance Committee of the Issuer
      Board (the “Compensation Committee”) in its sole
  discretion.

	 	 	 
	 	(c) 	
      Stock Options. As additional compensation the
      Executive will participate in the Company’s Stock Option Plan. The Company
      will issue to Executive, pursuant to the terms of the Issuer’s Stock
      Option Plan, One Million, Five Hundred Thousand (1,500,000) stock options
      (the “Initial Options”). The vesting for these Initial Options shall be
      1/3rd on January 1, 2015; and1/3rd on the first and
      second anniversaries of this Agreement. The strike price for the option
      will be the lowest price permissible pursuant to both the Company’s Stock
      Option plan, as amended from time to time, and the rules of the stock
      exchange upon which the Issuer’s Common Shares are traded. Additional
      options may be issued in years two and three of the Term at the discretion
      of the Compensation Committee.

	 	 	 
	 	(d) 	
      Benefits. During the Term, the Executive shall be
      entitled to participate in all benefit plans and programs generally made
      available by the Company to its senior executives. The Executive shall
      also be entitled to all fringe benefits and vacations for which his
      position makes him eligible in accordance with the Company’s usual
      policies and the terms and provisions of such plans, policies or
      arrangements. Executive shall also immediately be eligible to participate
      in the Company’s executive retirement plan. During the Term, the Company
      shall pay the Executive’s reasonable health insurance premium expenses for
      any time period during which the Executive is not covered by the Company’s
      benefit plan (e.g., during a “waiting period”), including, without
      limitation, the Executive’s COBRA payments for health insurance
      continuation.

	 	 	 
	 	(e) 	
      Expenses. The Company shall pay or reimburse the
      Executive for ordinary and necessary business expenses incurred by him in
      the performance of his duties as an employee of the Company in accordance
      with the Company’s usual policies for expenses.

	 	 	 
	 	(f) 	
      Vacation. The Executive will take paid vacation
      time in amounts subject to his sole discretion. Executive will not be paid
      for any unused vacation time.




	5. 	
      Termination of Employment. The Executive’s
      employment may be terminated as follows:

	 	 	 
		(a) 	
      By the Executive Without Good Reason. The
      Executive shall have the right to terminate the Executive’s employment at
      any time during the Term upon Thirty (30) days prior written notice, and
      upon such termination, the Executive shall have the right to receive any
      earned but unpaid Base Salary through the date of termination,
      accrued but unused vacation time and any expenses incurred but
      unreimbursed at the date of termination (the “Termination
      Benefits”), all of which shall be paid in cash either, at the
      discretion of the Issuer Board, within thirty (30) days following such
      termination date or over the course of the 30-day notice period in
      accordance with the Company’s standard payroll
practices.







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	 	(b) 	
      By the Executive for Good Reason. The Executive
      may terminate his employment hereunder during the Term for Good Reason by
      providing written notice to the Board and the Issuer Board within thirty
      (30) days following the occurrence of any of the events specified below.
      Such notice shall specify the circumstances relating thereto and, unless
      the Company or the Issuer, as applicable, cures the defect within thirty
      (30) days after receipt of such notice, the Executive’s employment shall
      terminate ten (10) days after such cure period. For purposes of this
      Section 5, “Good Reason” shall mean any of the
  following:




	 	(i) 	
      the Executive’s assignment of title, duties or
      responsibilities that are inconsistent in any material respect with the
      scope of the title, duties or responsibilities as set forth in this
      Agreement;

	 	 	 
	 	(ii) 	
      the Executive’s authority, duties or responsibilities are
      significantly reduced, except with respect to any corporate action
      initiated or recommended by the Executive and approved by the Board and
      the Issuer Board;

	 	 	 
	 	(iii) 	
      the failure of the Company or the Issuer to perform
      substantially any material term or provision of this Agreement required to
      be performed by it;

	 	 	 
	 	(iv) 	
      the Executive’s principal office is relocated more than
      twenty (20) miles from the location at which the Executive was
      based immediately prior to the relocation;

	 	 	 
	 	(v) 	
      the Executive’s Base Salary is reduced, other than in
      connection with an across-the-board reduction of compensation for
      executives in response to adverse financial circumstances; or

	 	 	 
	 	(vi) 	
      in the event that there is a change in control of the
      Issuer.




	 	(c) 	
      By the Company Without Cause. The Company shall
      have the right to terminate the Executive’s employment at any time during
      the Term without Cause (as defined below), by providing 30-days written
      notice to the Executive specifying the effective date of termination
      (which may be forthwith).

	 	 	 	 
	 	(d) 	
      Severance Pay on a Termination Without Cause or for
      Good Reason. Subject to Section 2, if the Company terminates the
      Executive during the Term without Cause or the Executive terminates his
      employment during the Term for Good Reason, the Executive shall be
      entitled to payment of one years’ salary.

	 	 	 	 
	 		(i) 	
      Section 409A Compliance. This Agreement is
      intended to be written, administered, interpreted and construed in a
      manner such that no payment or benefits provided under the Agreement
      become subject to (a) the gross income inclusion set forth within Code
      Section 409A(a)(1)(A) or (b) the interest and additional tax set forth
      within Code Section 409A(a)(1)(B) (together, referred to herein as the
      “Section 409A Penalties”), including, where appropriate, the construction
      of defined terms to have meanings that would not cause the imposition of
      Section 409A Penalties. In the event of any violation of Section 409A, the
      Parties agree to reform the procedure of payment of Severance in order to bring the severance payment to
Executive in compliance.








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	 	(e) 	
      For Cause. Either the Issuer or the Company may
      terminate this Agreement during the Term at any time for Cause, effective
      immediately upon written notice to the Executive, in which event the
      Executive shall be entitled to payment of the Termination Benefits and
      neither the Issuer nor the Company shall have any further obligation to
      him. For purposes of this Agreement, “Cause” shall include any of the
      following:

	 	 	 	 
	 		(i) 	
      the Executive’s continued failure, whether wilful or not,
      to perform substantially all of his duties hereunder (other than as a
      result of being Disabled);

	 	 	 	 
	 		(ii) 	
      the Executive’s dishonesty (specifically excluding
      careless errors or good faith misinterpretations);

	 	 	 	 
	 		(iii) 	
      the Executive’s gross negligence that has a material
      adverse impact on the Company in the discharge of his duties
    hereunder;

	 	 	 	 
	 		(iv) 	
      the Executive’s conviction of, or entering a plea of nolo
      contendere to, a crime that constitutes a felony under the federal,
      provincial or state laws of Canada or the United States (other than a
      traffic violation);

	 	 	 	 
	 		(v) 	
      any wilful act or omission on the Executive’s part which
      is materially injurious to the financial condition or business reputation
      of the Company, the Issuer or any of their subsidiaries or affiliates;
      or

	 	 	 	 
	 		(vi) 	
      the Executive’s failure or refusal to comply with a
      lawful written directive from the the Board or the Issuer Board.

	 	 	 	 
	 		(vii) 	
      the Executive’s breach of Section 6 or 7 of this
      Agreement.



With regard to Sections 5(e)(i), (iii),
or (vi), the Issuer or the Company may terminate Executive’s employment
hereunder during the Term for Cause by providing written notice to the Executive
within thirty (30) days following the occurrence of any of the events specified
therein. Such notice shall specify the circumstances relating thereto and,
unless the Executive cures the defect within thirty (30) days after receipt of
such notice, the Executive’s employment shall terminate ten (10) days after such
cure period. Upon such termination For Cause, the Executive shall have the right
to receive Termination Benefits, as defined above, all of which shall be paid in
cash either, at the discretion of the Issuer Board, within thirty (30) days
following such termination date or over the course of the 30-day notice period
in accordance with the Company’s standard payroll practices. 

(f) Arbitration of Disputes. The
Parties agree that any dispute or controversy arising out of, relating to, or
concerning Executive’s employment, shall be exclusively settled by final and
binding arbitration to be held in Dallas, Texas, to be administered by the
American Arbitration Association (AAA) pursuant to its Labor, Employment, and
Election rules in effect at the time any claim is filed. The Arbitrator may
grant injunctions or other equitable relief in such dispute or controversy, as necessary. The
      appointed arbitrator must conduct final hearing on any dispute no later
      than five (5) months and issue its decision no later than six (6) months
      after either party files the arbitration demand. The decision of the
      arbitrator shall be final, conclusive, and binding on the parties to the
      arbitration. Judgment may be entered on the arbitrator’s decision in any
      court having jurisdiction. The Corporation and Executive shall each pay
      one-half of the costs and expenses of such arbitration, and each shall
      separately pay his/its own counsel fees and expenses. This arbitration
      clause constitutes a waiver of either party’s right to a jury trial
      for all disputes relating to the classification of termination of
Executive. 




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	6. 	Protection of Confidential Information;
      Non-Competition. 




	(a) 	
      Acknowledgment. The Executive agrees and
      acknowledges that, in the course of rendering services to the Company and
      its clients and customers, he has acquired and will acquire access to and
      become acquainted with confidential information about the professional,
      business and financial affairs of the Company, its subsidiaries and
      affiliates (including the Issuer) that is non-public, confidential or
      proprietary in nature. The Executive acknowledges that the Company is
      engaged in a highly competitive business and that the success of the
      Company and the Issuer in the marketplace depends upon their good will and
      reputation for quality and dependability. The Executive agrees and
      acknowledges that reasonable limits on his ability to engage in activities
      competitive with the Company are warranted to protect their substantial
      investment in developing and maintaining its status in the marketplace,
      reputation and good will. The Executive recognizes that in order to guard
      the legitimate interests of the Company and the Issuer, it is necessary
      for them to protect all confidential information. The Executive further
      agrees that his obligations under Sections 6(b) and 6(c) shall be absolute
      and unconditional.

	 	 
	(b) 	
      Confidential Information. During the Term and at
      all times following the Executive’s termination of employment, the
      Executive shall keep secret all non-public information, matters and
      materials of the Company (including subsidiaries or affiliates (including
      the Issuer)), including, without limitation, know-how, trade secrets,
      customer lists, pricing policies, operational methods, any information
      relating to the Company’s (including any subsidiaries or affiliates
      (including the Issuer)) products, processes, customers and services and
      other business and financial affairs of the Company and the Issuer
      (collectively, the “Confidential Information”), to which the
      Executive has had or may have access and shall not use or disclose such
      Confidential Information to any person other than: (i) the Company, its
      authorized employees and such other persons to whom the Executive has been
      instructed to make disclosure by the Issuer Board, in each case only to
      the extent required in the course of the Executive’s employment with the
      Company or as otherwise expressly required in connection with court
      process; (ii) as may be required by law (in which case the Executive will
      provide the Company with prompt notice so that it may seek a protective
      order or other appropriate remedy); or (iii) to the Executive’s personal
      advisers for purposes of enforcing or interpreting this Agreement, or to a
      court for the purpose of enforcing or interpreting this Agreement, and who
      in each case have been informed as to the confidential nature of such
      Information and, as to advisers, their obligation to keep such Information
      confidential. “Confidential Information” shall not include any information
      which is in the public domain during the Executive’s employment, provided
      such information is not in the public domain as a consequence of his
      disclosure in violation of this Agreement. Upon termination of the Executive’s employment
for any reason, he shall deliver to the Company all documents, papers and
records (including, but not limited to, electronic media) in his possession or
subject to his control that (x) belong to the Issuer or the Company or (y)
contain or reflect any information concerning the Company, its subsidiaries or
affiliates (including the Issuer).








- 6 - 

	(c) 	
      Non-Solicitation. In consideration of the
      obligations of the Company and the Issuer hereunder, the Executive shall
      not, in any capacity, whether for his own account or for any other person
      or organization, directly or indirectly, with or without
    compensation:

	 	 	 
		(i) 	
      during the Term and for a period ending twelve (12)
      months following his termination of employment, solicit, retain, hire,
      offer to hire, entice away or in any manner persuade or attempt to
      persuade any officer, employee or agent of the Company, the Issuer
      (including any subsidiaries or affiliates thereof, including, without
      limitation, any physician limited partner or contract physician employed
      by or working at any of the ambulatory surgery centres owned (directly or
      indirectly) or managed by the Company) to discontinue his or her
      relationship with the Company, the Issuer or such subsidiaries or
      affiliates; or

	 	 	 
		(ii) 	
      during the Term and for a period ending twelve (12)
      months following his termination of employment, solicit, divert or
      appropriate any customers, clients, vendors or distributors of the Company
      (including any subsidiaries or affiliates
thereof).




	(d) 	
      Modification. The parties agree and acknowledge
      that the duration, scope and geographic area of the covenants described in
      this Section 6 are fair, reasonable and necessary in order to protect the
      good will and other legitimate interests of the Company, that adequate
      consideration has been received by the Executive for such obligations, and
      that these obligations do not prevent the Executive from earning a
      livelihood. If, however, for any reason any court of competent
      jurisdiction determines that the restrictions in this Section 6 are not
      reasonable, that consideration is inadequate or that the Executive has
      been prevented unlawfully from earning a livelihood, such restrictions
      shall be interpreted, modified or rewritten to include as much of the
      duration, scope and geographic area identified in this Section 6 as will
      render such restrictions valid and enforceable.

	 	 
	(e) 	
      Remedies for Breach. The Company, the Issuer, and
      the Executive agree that the restrictive covenants contained in this
      Agreement are severable and separate, and the unenforceability of any
      specific covenant herein shall not affect the validity of any other
      covenant set forth herein. The Executive acknowledges that the Company and
      the Issuer will suffer irreparable harm as a result of a breach of such
      restrictive covenants by the Executive for which an adequate monetary
      remedy does not exist and a remedy at law may prove to be inadequate.
      Accordingly, in the event of any actual or threatened breach by the
      Executive of any provision of this Agreement, the Company and the Issuer
      shall, in addition to any other remedies permitted by law, be entitled to
      obtain remedies in equity, including, without limitation, specific
      performance, injunctive relief, a temporary restraining order, and/or a
      permanent injunction in any court of competent jurisdiction, to prevent
or otherwise restrain a breach of Sections 6(b) and 6(c), without the necessity
of proving damages, posting a bond or other security, and to recover any and all
costs and expenses, including reasonable counsel fees, incurred in enforcing
this Agreement against the Executive, and the Executive hereby consents to the
entry of such relief against him and agrees not to contest such entry. Such
relief shall be in addition to and not in substitution of any other remedies
available to the Company. The existence of any claim or cause of action of the
Executive against the Company or the Issuer, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company or the Issuer of said covenants. The Executive shall not defend on the
basis that there is an adequate remedy at law.








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	7. 	
      Intellectual Property. All copyrights, trademarks,
      trade names, servicemarks, and other intangible or intellectual property
      rights that may be invented, conceived, developed or enhanced by the
      Executive during the Term that relate to the business or operations of the
      Company or any subsidiary or affiliate thereof (including the Issuer) or
      that result from any work performed by the Executive for the Company or
      any such subsidiary or affiliate shall be the sole property of the Company
      or such subsidiary or affiliate, as the case may be, and the Executive
      hereby waives any right or interest that he may otherwise have in respect
      thereof. Upon the reasonable request of the Company or the Issuer, the
      Executive shall execute, acknowledge and deliver any instrument or
      document reasonably necessary or appropriate to give effect to this
      Section 7 and, at the Company’s cost, do all other acts and things
      reasonably necessary to enable the Company or such subsidiary or
      affiliate, as the case may be, to exploit the same or to obtain patents or
      similar protection with respect thereto.

	 	 
	8. 	
      Notices. All notices or other communications
      hereunder shall be in writing and shall be deemed to have been duly given
      (a) when delivered personally, (b) upon confirmation of receipt when such
      notice or other communication is sent by facsimile, (c) one day after
      delivery to an overnight delivery courier, or (d) on the fifth day
      following the date of deposit in the United States mail if sent first
      class, postage prepaid, by registered or certified mail. The addresses for
      such notices shall be as follows:




	 	(a) 	
      For notices and communications to the Company and the
      Issuer:

	 	 	 
	 		
      Northstar Healthcare Acquisitions, L.L.C. 

        4120 Southwest
      Freeway, Suite 150

      Houston, Texas 77027 

      Attn: Harry Fleming, President
      

      Fax: 281-840-5157

      E-mail:
  hfleming@northstar-healthcare.com

	 	 	 
	 	(b) 	
      For notices and communications to the Executive, to the
      address or facsimile set forth below his signature hereto. Any party
      hereto may, by notice to the other, change its address for receipt of
      notices hereunder.




	9. 	
      General

	 	 	 
		(a) 	
      Governing Law. This Agreement shall be governed by
      the laws of the State of Texas, without regard to any conflicts of laws
      principles thereof that would call for the application of the laws of any other jurisdiction. Any
      action or proceeding seeking to enforce any provision of, or based on any
      right arising out of, this Agreement may be brought against either of the
      parties in the courts of the State of Texas, or if it has or can acquire
      jurisdiction, in the United States District Court for the Southern
      District of Texas and each of the parties hereby consents to the
      jurisdiction of such courts (and of the appropriate appellate courts) in
      any such action or proceeding and waives any objection to venue laid
      therein. Process in any action or proceeding referred to in the preceding
      sentence may be served on any party anywhere in the world, whether within
  or without the State of Texas.








- 8 - 

	 	(b) 	
      Amendment: Waiver. This Agreement may be amended,
      modified, superseded, cancelled, renewed or extended, and the terms hereof
      may be waived, only by a written instrument executed by both of the
      parties hereto or, in the case of a waiver, by the party waiving
      compliance. The failure of either party at any time or times to require
      performance of any provision hereof shall in no manner affect the right at
      a later time to enforce the same. No waiver by either party of the breach
      of any term or covenant contained in this Agreement, whether by conduct or
      otherwise, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such breach, or a
      waiver of the breach of any other term or covenant contained in this
      Agreement.

	 	 	 
	 	(c) 	
      Successors and Assigns. This Agreement shall be
      binding upon the Executive, without regard to the duration of his
      employment by the Company and the Issuer or reasons for the cessation of
      such employment, and inure to the benefit of his administrators,
      executors, heirs and assigns, although the obligations of the Executive
      are personal and may be performed only by him. This Agreement shall also
      be binding upon and inure to the benefit of the Company, the Issuer and
      their respective subsidiaries, successors and assigns, including any
      corporation with which or into which the Company or its successors may be
      merged or which may succeed to its assets or business.

	 	 	 
	 	(d) 	
      Counterparts. This Agreement may be executed in
      multiple counterparts, each of which shall be considered to have the force
      and effect of an original.

	 	 	 
	 	(e) 	
      Entire Agreement. This Agreement supersedes all
      prior agreements between the parties with respect to its subject matter
      and is intended (with the documents referred to herein) as a complete and
      exclusive statement of the terms of the agreement between the parties with
      respect thereto.

	 	 	 
	 	(f) 	
      Deductions and Withholding. The Executive
      acknowledges and agrees that the Company shall be entitled to withhold
      from the compensation payable hereunder, including the Base Salary and any
      bonus, all federal, state, local or other taxes which the Company
      determines are required to be withheld on amounts payable to the Executive
      pursuant to this Agreement or otherwise.

	 	 	 
	 	(g) 	
      Representation. The Executive hereby acknowledges
      that he has been represented by an attorney of his choice in negotiating
      this Agreement (or has chosen not to be so represented) and that counsel
      for the Company and the Issuer has not advised or represented him in any
      way in this matter.








- 9 - 

	 	(h) 	
      Severability. The invalidity of one or more of the
      words, phrases, sentences, clauses or sections contained herein shall not
      affect the enforceability of the remaining portions of this Agreement, or
      any part thereof, all of which are inserted conditionally on their being
      valid in law, and, in the event any one of the words, phrases, sentences,
      clauses or sections in this Agreement shall be declared invalid, this
      Agreement shall be construed as if such invalid word(s), phrase(s),
      sentence(s), clause(s) or section(s) had not been inserted.

	 	 	 
	 	(i) 	
      Section Headings. The section headings in this
      Agreement are for reference purposes only and shall not affect in any way
      the meaning or interpretation of this Agreement.



[Intentionally Blank] 




- 10 - 

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

	 	NORTHSTAR HEALTHCARE 
	 	ACQUISITIONS, L.L.C. 
	 	  
	 	  
	 	   By:    
      ___________________________
	 	              Name:
    
	 	              Title:
    
	 	  
	 	NORTHSTAR HEALTHCARE INC. 
	 	  
	 	  
	 	   By:    
      ___________________________
	 	              Name:
    
	 	              Title:
    
	 	  
	 	  
	 	  EXECUTIVE 
	 	  
	 	_________________________________  
	 	  Name: Chris Lloyd 
	 	  Address: 











[Execution Version] 


SCHEDULE “A” 


Existing Board/Committee Commitments 


NONE