Nobilis Health Corp. : Exhibit 10.5 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT 

EMPLOYMENT AGREEMENT (this “Agreement”), dated as
of the 1st day of October, 2014 (the “Effective Date”) by and
among Harry J. Fleming (the Executive”), Northstar Healthcare
Acquisitions, L.L.C., a Delaware limited liability company (the
“Company”), and Northstar Healthcare Inc., a British Columbia corporation
(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 the President 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 the Company’s
      President, subject to the direction and control of the Board of Managers
      of the Company (the “Board”), the Board of Directors of the Issuer
      (the “Issuer Board”), and the Company’s Chief Executive Officer to
      whom the Executive shall report. In addition, the Issuer hereby employs
      the Executive, and the Executive accepts employment, as the Issuer’s
      President. 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, the Issuer Board, or Chief Executive Officer of the
      Company or the Issuer, as applicable. The Executive shall devote one
      hundred-percent (100%) of his business time, energy and experience to the
      performance of his duties hereunder, and is permitted to engage in other
      business activities, as an employee, director, consultant or in any other
      capacity, whether or not he receives any compensation provided that, 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 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
      head office located in Houston, Texas.

	 	 
	4. 	
      Compensation and
Benefits.




	 	(a) 	
      Base Salary. The Company will pay the Executive a
      salary of Four Hundred Twenty- Five Thousand United States dollars (U.S.
      $425,000) per annum (“Base Salary”) payable in accordance with the Company’s normal payroll
      practices. Said Base Salary shall increase to Four Hundred Fifty Thousand
      United States dollars (U.S. $450,000) per annum in year two and Four
      Hundred Seventy-Five Thousand United States dollars (U.S. $475,000) per
  annum in year three.








- 2 - 

	 	(b) 	
      Restricted Share Units. The Executive shall
      receive as additional compensation one million (1,000,000) Restricted
      Share Units (“RSU”) which shall vest in ten years. Such Units shall be
      irrevocably granted and will vest regardless of the Executive’s employment
      status with the Company. Said vesting period shall accelerate upon: i)
      termination of Executive’s employment; or ii) change in control of the
      Issuer or Company; or iii) Executive’s election if there is a formal offer
      to purchase or merge the Issuer or Company by or with any other entity. To
      the extent necessary to effectuate this grant, the Compensation Committee
      will amend, within its abilities per Canadian securities laws and
      regulations and the regulations of any exchange upon which the Issuer’s
      shares are traded, the Company’s RSU Plan.

	 	 	 
	 	(c) 	
      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 forty percent (40%) of his Base Salary. As detailed in
      the 2014 STIP, in the event that the stated objectives are met, Executive
      is eligible to receive up to 200% of the target annual bonus under the
      STIP.

	 	 	 
	 	(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 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. 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 shall be entitled to five
      (5) weeks’ vacation per calendar year during the Term. Any unused vacation
      will be forfeited at the end of each calendar year during the
  Term.

	 	 	 
	 	(g) 	
      Equity Compensation. In the event that there is a
      change in control of the Company or Executive’s employment is terminated
      (by the Executive for Good Reason or by the Company Without Cause) prior
      to the fourth anniversary of the Effective Date, the Executive shall
      receive as additional compensation one million (1,000,000) shares of the
      Issuer’s common stock (or the cash equivalent thereof “Shares”). In the
      event that the Shares are not issuable under the rules and regulations of
      any regulatory body, the Company shall pay to the Executive the equivalent
      cash that the amount of Shares would represent, based on a 10 day weighted
      average price of the Issuer’s common stock. Such payment or issuance, as the case may be,
shall be made within 5 days of the change in control or termination of
Executive’s employment. 








- 3 - 

	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 Sixty (60) 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 60-day notice period in
      accordance with the Company’s standard payroll practices.

	 	 	 
		(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 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
      fifty (50) miles from the location at which the Executive was based
      immediately prior to the relocation; or

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

	 	 	 
	 	(vi) 	
      There is a change in control of the Company or
    Issuer.




	 	(c) 	
      By the Company Without Cause. The Company (subject
      to the prior agreement of the Issuer Board, upon the recommendation of the
      Compensation Committee) shall have the right to terminate the Executive’s
      employment at any time during the Term without Cause (as defined below), by providing written
      notice to the Executive specifying the effective date of termination
  (which may be forthwith).








- 4 - 

	 	(d) 	
      For Cause. Either the Issuer or the Company, with
      the prior approval of the Issuer Board upon the recommendation of the
      Compensation, Nominating and Corporate Governance Committee of the Issuer
      Board, 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 mean 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 or gross negligence in the
      discharge of his duties hereunder;

	 	
       
	 
	 	
      (iii) 
	
      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);

	 	
       
	 
	 	
      (iv) 
	
      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;

	 	
       
	 
	 	
      (v) 
	
      the Executive’s failure or refusal to comply with a
      lawful oral or written directive from the Company’s Chief Executive
      Office, the Board or the Issuer Board; or

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




	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.








- 5 - 

	 	(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).

	 	 	 
	 	(c) 	
      Non-Competition and 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 following his
      termination of employment corresponding with the amount of severance
      payable under this Agreement (and not, for clarity, the time period over
      which such severance is paid) (A) own, operate, manage, or control, (B)
      serve as an officer, director, partner, employee, agent, consultant,
      advisor or developer or in any similar capacity to (C) have any financial
      interest in, or aid or assist anyone else in the conduct of an enterprise
      of, or (D) engage in any undertaking, provide services to, lend money or
      guarantee the obligations of, any person who carries on business that
      competes in any material respect with the business or any material part
      thereof, of the identification, development, acquisition, ownership,
      operation or management of ambulatory surgery centres carried on by the
      Company or any of its subsidiaries or affiliates (including
  the Issuer) on the date of termination or non-renewal or
      within the preceding six months of the applicable date in the United
      States or any other territory in which such business is carried on at such
      time, or call upon, solicit, divert, take away or attempt to solicit any
      of the customers or suppliers or any other business contacts of the
  Company any of its subsidiaries or affiliates;








- 6 - 

	 	(ii) 	
      during the Term and for a period ending twelve (12)
      months following his termination of employment, solicit, 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

	 	 	 
	 	(iii) 	
      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).





	 		
      Notwithstanding anything to the contrary contained
      herein, nothing in this Section 6(c) shall prohibit the Executive from
      acquiring or holding not more than five percent (5%) of any class of
      publicly traded securities or, following his termination of employment,
      serving as an officer, director, partner, employee, agent, consultant or
      advisor of a hospital that derives no more than 5% of its revenues from
      the operation and/or management of an ambulatory surgery centre or
      outpatient clinic; provided that the Executive shall not serve in any such
      capacity if such service relates in any material respect to the
      identification, development, acquisition, ownership, operation or
      management of ambulatory surgery centres by such hospital.

	 	 	 
	 		
      For clarity and by way of example, if the Executive is
      entitled to a severance payment equal to sixty (60) days’ Base Salary, the
      Executive’s obligations not to compete pursuant to Section 6(c)(i) above
      shall extend for sixty (60) days following the date of
  termination.

	 	 	 
	 	(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.







- 7 - 

	 	(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.




	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:







- 8 - 

	 	(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: Donald L. Kramer, M.D., Chief Executive Officer
      
Fax: 713-355-8615 
E-mail:
      dkramer@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.

	 	 	 
	 	(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.







- 9 - 

	 	(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.

	 	 	 
	 	(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:
      Donald L. Kramer, M.D. 
	 	               Title:
      Chief Executive Officer 
	 	  
	 	NORTHSTAR HEALTHCARE INC. 
	 	  
	 	  
	 	   By:     
      _______________________________
	 	               Name:
      Donald L. Kramer, M.D. 
	 	               Title:
      Chief Executive Officer 
	 	  
	 	  
	 	 EXECUTIVE 
	 	  
	 	______________________________________ 
	 	 Name: Harry Fleming







SCHEDULE “A” 

Existing Board/Committee Commitments 

Residential Renewable Energy, LLC