exv10w12



 







Exhibit 10.12




EMPLOYMENT AGREEMENT




     EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of March 1, 2006 (the
“Commencement Date”), by and between Chindex International, Inc., a Delaware corporation (the
“Company” or “Chindex”), and Roberta Lipson (“Employee”).



     WHEREAS, the Company desires that Employee enter into this Employment Agreement, and Employee
desires to enter into this Employment Agreement, on the terms and conditions set forth herein,



     NOW THEREFORE, the parties hereto agree as follows:



     Section 1. Duties; Term.



          (a) The Company agrees to employ Employee, and Employee agrees to be so employed, in the
position of Chief Executive Officer (CEO) of the Company, reporting to the Board of Directors of
the Company. Employee agrees to perform such duties, functions and responsibilities as are
generally incident to such position, for a period commencing on March 1, 2006 and ending on
December 31, 2010, unless sooner terminated in accordance with Section 4 hereof (the “Term”).
Employee agrees to faithfully perform the lawful duties assigned to Employee pursuant to this
Employment Agreement to the best of Employee’s abilities and to devote all of Employee’s business
time and attention to the Company’s business. Employee shall be subject to all laws, rules,
regulations and policies as are from time to time applicable to employees of the Company and, in
the case of rules or policies adopted by the Company, communicated to Employee in writing.




          (b) Notwithstanding the foregoing, Employee may (i) serve on civic or charitable boards or
not-for-profit industry related organizations, (ii) engage in charitable, civic, educational,
professional, community and/or industry activities without remuneration therefor and (iii) manage
personal and family investments, so long as such activities do not interfere with performance of
Employee’s duties under the Employment Agreement. Employee also may serve on the board of
directors or advisory committee of other for-profit enterprises subject to the consent of the
Board, which shall not unreasonably be withheld; provided, however, that Employee shall not serve
on more than two such boards at the same time.




          (c) Employee shall devote substantially all Employee’s working time, attention, best efforts
and ability during regular business hours exclusively to the service of the Company, its affiliates
and its subsidiaries during the term of this Agreement.




     Section 2. Compensation.



          (a) Annual Salary. As compensation for Employee’s services hereunder, during the Term
the Company shall pay to Employee a salary of Two Hundred Twenty Thousand Dollars ($220,000) per
annum, payable in accordance with the Company’s standard




 









 







payroll policies, and less all applicable federal, state and local withholding taxes (the
“Annual Salary”). The Annual Salary shall be reviewed by the Compensation Committee of the Board
of Directors of the Company at least annually during the Term, and may be increased in the sole
discretion of the Company in accordance with the policies of the Board of Directors, taking into
consideration both the Company’s and Employee’s performance during the preceding year.




          (b) Bonus. The Company shall also pay Employee annual bonus compensation (“Bonus
Compensation”) based on the success of business operations and the pre-tax profits of the Company
and upon the performance of the Employee as recommended by the Compensation Committee and approved
by the Board in accordance with the then-existing management incentive program of the Company or as
may otherwise be determined by the Committee.




          (c) Long-term Equity Incentive Compensation. In addition to stock options previously
granted pursuant to the terms of any of the Company’s stock option or stock incentive plans and
option agreements (collectively, the “Option Agreements”), the Company may also grant to Employee
stock options under any new plans adopted by the Company and/or other long-term equity incentive
compensation in such form and having such terms as the Committee may determine.




     Section 3. Benefits; Expense Reimbursement.



          During the Term, Employee shall participate in any group, accident, sickness, life and/or
hospitalization insurance, and any other employee benefit plans of the Company in effect during the
Term and generally available to the Company’s executive officers. Employee shall have the right to
reimbursement, upon proper accounting, of reasonable expenses and disbursements incurred by
Employee in the course of Employee’s duties hereunder. In addition, during each year of the Term,
Employee shall be entitled to paid vacation of such duration and at such times as does not, in the
opinion of the Board of Directors, interfere with Employee’s performance or Employee’s duties
hereunder. In addition, in each year Employee shall be paid an amount equal to the Compensation
Committee’s reasonably approved allowance for tuition costs paid by Employee for Employee’s minor
children, if any, who attend primary or secondary schools. Employee shall be entitled to the use
of a Company-owned automobile or an allowance to reimburse Employee for Employee’s costs associated
with the use of a personal automobile. The Company may pay to Employee a housing or other
allowance or allowances as reasonably determined from time to time by the Compensation Committee.
Employee acknowledges that some or all of these benefits may be deemed compensation to Employee and
that the Company may withhold from any benefits payable to Employee all federal, state, local
and/or other taxes and amounts as shall be required pursuant to law, rule or regulation.




     Section 4. Employment Termination.



          (a) At any time during the Term, and except as otherwise provided in this Section, the Company
shall only have the right to terminate this Employment Agreement and Employee’s employment with the
Company hereunder, upon written notice to Employee, in the event Employee engages in conduct which
constitutes “Cause.” For purposes of this Employment Agreement, Cause shall mean (i) Employee’s
willful misconduct in the




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performance of Employee’s obligations under this Employment Agreement or gross negligence in
the performance of Employee’s obligations under this Employment Agreement, (ii) dishonesty or
misappropriation by Employee relating to the Company or any of its funds, properties, or other
assets, (iii) inexcusable repeated or prolonged absence from work by Employee (other than as a
result of, or in connection with, a disability), (iv) any unauthorized disclosure by Employee of
confidential or proprietary information of the Company which is reasonably likely to result in
material harm to the Company, (v) a conviction of Employee (including entry of a guilty or nolo
contendere plea) involving fraud, dishonesty, or moral turpitude, or involving a violation of
federal or state securities laws, or (vi) the failure by Employee to attempt to perform faithfully
Employee’s duties hereunder, or other material breach by Employee of this Employment Agreement, and
such failure or breach is not cured, to the extent cure is possible, by Employee within thirty (30)
days after written notice thereof from the Company to Employee; provided, however,
that no event or condition described in clauses (i), (ii), (iii), (iv) or (vi) shall constitute
Cause unless (x) the Company first gives Employee written notice of its intention to terminate
Employee’s employment for Cause and the grounds for such termination no fewer than twenty (20) days
prior to the date of termination; and (y) Employee is provided the opportunity to appear before the
Board, with or without legal representation at Employee’s election to present arguments on
Employee’s own behalf; provided further, however, that notwithstanding anything to the contrary in
this Agreement and subject to the other terms of this proviso, the Company may take any and all
actions, including without limitation suspension (but not without pay), it deems appropriate with
respect to Employee and Employee’s duties at the Company pending such appearance. No act or
failure to act on Employee’s part will be considered “willful” unless done, or omitted to be done,
by Employee not in good faith and without reasonable belief that Employee’s action or omission was
in the best interests of the Company. If this Employment Agreement and Employee’s employment with
the Company hereunder is terminated for Cause, or if Employee voluntarily resigns (which Employee
may do at any time) from the Company without Good Reason during the Term, the Company shall pay
Employee a lump sum amount within thirty (30) days of such termination equal to the sum of (A) all
earned but unpaid portions of the Annual Salary, (B) any earned but unpaid Bonus Compensation for a
previously completed fiscal year of the Company, (C) reimbursement for any unreimbursed business
expenses incurred by Employee prior to the date of termination or resignation (the “Termination
Date”) subject to reimbursement pursuant to Section 3, (D) payment for any unused vacation days
through the Termination Date, and (E) any other amounts or benefits (other than severance,
termination or similar pay) required to be paid or provided by law or under any plan, program or
policy of the Company ((A)-(E) collectively, the “Accrued Amounts”), and following any such
termination, Employee shall not be entitled to receive any other compensation or benefits from the
Company hereunder, including, without limitation, any portion of the Annual Bonus for the year in
which Employee is terminated.




          (b) This Employment Agreement and Employee’s employment with the Company hereunder may also be
terminated by the Company at any time without Cause, or by Employee upon the occurrence of an event
constituting Good Reason. For purposes of this Employment Agreement, “Good Reason” shall mean in
connection with and following the occurrence of a Change of Control, (i) there is without
Employee’s written consent a reduction of Employee’s authority, duties or responsibilities relative
to Employee’s authority, duties or responsibilities in effect immediately prior to such reduction;
provided, however, that the foregoing provision shall not include a
reduction in duties or responsibilities solely by virtue of




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the Company being acquired and made part of a larger entity (as, for example, if Employee is
not given the same title in the acquiring corporation as Employee had in the Company, but continues
to have a substantially similar level of responsibility over the affairs of the Company following
such Change of Control), or (ii) Employee’s relocation by the Company or a successor thereto
without Employee’s written consent to a location other than that in which the Employee was residing
immediately prior to such change in control, provided that in the case of (i) and
(ii) above, the Company has failed to cure the event constituting Good Reason within thirty (30)
days following written notice thereof from Employee. 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, (B) a pro rata (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 greater of (1) the bonus paid to Employee for the
immediately preceding fiscal year or (2) the average of bonuses paid to Employee for the
immediately preceding three fiscal years. (C) (1) group or individual health insurance
substantially similar to that which Employee was receiving immediately prior to the Notice of
Termination, which obligation to provide insurance shall continue until Employee qualifies for
Medicare, reaches age 65, dies, or notifies the Company that such benefit should cease, whichever
occurs earliest, and (2) an annuity policy in an amount which will, at the time Employee qualifies
for Medicare, provide Employee with a monthly payment that Employee can use to purchase
supplemental health insurance, which annuity policy shall result in a monthly payment in an amount
estimated to be the cost of standard supplemental insurance, but in no event to exceed $300 per
month (collectively, the “Termination Benefits”), (D) 300% of the sum of 1) 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 following the Termination Date and 2) the
bonus paid to Employee for the Company’s fiscal year immediately prior to the fiscal year in which
change of control occurs, (E) all unvested equity incentive awards, including without limitation
stock options granted to Employee under the 2004 Plan that have been granted for more than six
months, which shall become immediately exercisable and Employee shall have a period of ninety (90)
days following the Date of Termination (but in no event past the expiration term of the option
grant) to exercise all options granted under the 2004 Plan then exercisable or which become
exercisable pursuant to this paragraph, and (F) the tuition and other allowances, if any, received
by Employee in the fiscal year immediately prior to the Termination Date, if any, shall be
continued for a period of three years to the extent that Employee continues to be eligible for such
benefit under the terms of the applicable benefit policy in effect immediately prior to the
Termination Date, provided that such benefits shall cease prior to the expiration of the three year
period when and if Employee has undertaken employment with a new employer. The payments provided
for in (A), (B) and (D) above (the “Termination Payments”) shall be made to Employee in a lump sum
payment within thirty (30) days following such termination or resignation; provided that the
payments provided for in (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 upon
determination by the Board that Employee has failed to comply as such with Sections 5 or 6 hereof;
and provided further that the benefits continuation provided for in (C)
above shall terminate upon Employee’s becoming eligible for corresponding benefits in
connection with new employment.




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          (c) Except as otherwise provided in this 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.




          (d) This Employment Agreement and Employee’s employment with the Company hereunder shall
terminate immediately and automatically upon the death or Disability (as defined below) of
Employee. For purposes of this Employment Agreement, “Disability” shall mean physical or mental
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 date hereof. If this Employment Agreement and Employee’s
employment with the Company hereunder is terminated on account 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, (B) a Pro rated Bonus, 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.




          (e) Upon the termination of this Employment Agreement pursuant to Section 4 hereof, the
Company shall have no further obligations under this Employment Agreement; provided,
(except for amounts and benefits payable in Section 2 thru 4 above) however, that Sections
5 through 21 hereof shall survive and remain in full force and effect.




     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 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 registered under the Securities Exchange Act of 1934, as amended,
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 20% of the
consolidated revenues of that company, or, as a result thereof, owning compensatory equity in
that company.




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          (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 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.




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          (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.




     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.




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     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. Amendment.



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




     Section 12. 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 13. Governing Law.



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




     Section 14. 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.




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     Section 15. 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 16. 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 17. 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 18. 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.




     Section 19. Consent to Jurisdiction.



          Employee hereby irrevocably submits to the jurisdiction of any Delaware State or Federal court
sitting 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 20. No Duty to Mitigate.



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




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     Section 21. Stock Option Exercises.



          Notwithstanding anything to the contrary contained in this Agreement, in the event that this
Agreement 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 stockholders




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



	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/
Roberta Lipson	 	 
	 	 	 	 	 	 	 
	 	 	Employee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CHINDEX INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Julius Y. Oestreicher	 	 
	 	 	 	 	 
	 	 	Chairman of Compensation Committee	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	7201 Wisconsin Avenue, 7th Floor	 	 
	 

	 	 	 	 	 	Bethesda, Maryland 20814	 	 
	 	 	Telephone:	 	     (301) 215-7777	 	 
	 	 	Telefax	 	     (301) 215-7719	 	 





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Annex 1.



In accordance with Section 3 of this Employment Agreement, the Compensation Committee has
determined that Roberta Lipson shall receive the following annual allowances for the purposes
indicated:




	 	 	 	 	 
	 

	 	Housing
	 	$48,000 
	 
	 	 	 	 
	 

	 	Tuition Reimbursement
	 	Maximum of $38,300 
	 
	 	 	 	 
	 

	 	Automobile Benefits
	 	As Previously Allowed







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