e60324550ex10_1.htm


    Exhibit
10.1

    


    


    Chindex
International, Inc.

    Executive
Management Incentive Program (EMIP)

    For the
Fiscal Year Ending March 31, 2009

    


    


    Recognizing
that the principal reason for the existence of a corporate entity is to increase
shareholder wealth and that this generally translates into the maximization of
profits over time and is or should be the primary goal of a publicly held
corporation, Chindex International, Inc. (Parent Company) has adopted this
Executive Management Incentive Program (EMIP) to help align remunerative
management incentives with the interests of the company’s shareholding
public.

    


    Enrollment

    The three
executive officers of the Parent Company and the President of the Parent
Company’s principal subsidiary are automatically enrolled in and are
beneficiaries of this EMIP.   They are the Chief Executive
Officer (CEO), the Chief Financial Officer (CFO), the Executive Vice President
(EVP) in charge of the Medical Products Division (MPD) and the President of
United Family Hospitals (PUFH).

    


    Weighting

    There are
two parts to the plan.  Most of the incentive payout is based on the
achievement of objective annual performance criteria.  An additional
payout based on the evaluation of the Compensation Committee may be awarded
individual executives at the discretion of the committee as explained
below.

    


    Annual Objective Performance
Criteria

    The
principal metric of annual performance is the Budgeted Operating Income as
Adjusted (OI).  Incentive payments to executives enrolled in the EMIP
shall be calculated in accordance with the following table and, if earned, shall
be paid as soon as practical following the close of the Company’s fiscal year
and in any event within 180 days following such close.  Incentive
payments for the CEO and CFO shall be based on the OI of the Parent Company. The
incentive payment for the EVP of MPD shall be based 50% on the OI of MPD and 50%
on the OI of the Parent Company. The incentive payment for the PUFH shall be
based on the OI of UFH.

    


    
      	
              OI
      Achieved

              as
      a % of annual

              approved
      budget

            	
              Cash
      Bonus

              as
      a % of

              Base
      Salary*

            	
              Grant
      of

              Non
      Qualified

              Stock
      Options**

            
	 
      	 
      	 
      
	
              90
      % or Less

            	
              0%

            	
              0

            
	
              91%
      to 99%

            	
              10%

            	
              0

            
	
              100%
      to 110%

            	
              25%

            	
              22,500

            
	
              111%
      and above

            	
              35%

            	
              30,000

            


    

    


    Additional Discretionary
Bonus

    Apart
from the payouts based on the Annual Objective Performance Criteria shown above,
a payout not to exceed 25% of base salary may be granted to an individual at the
discretion of the Compensation Committee based on the achievement of various
non-financial objectives such as developmental and transformational projects,
human resources and successor development and other objectives agreed with the
Compensation Committee at the beginning of or during the relevant fiscal year,
or in acknowledgement of certain possible events altogether beyond the control
of the executives which prevents complete achievement of quantified
goals.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Compensation Committee
Determination

    


    The
determination of meeting any annual performance criteria shall be made in the
sole judgment of the Compensation Committee based on year-end financial
information provided by management, which determination shall be made within 120
days after the fiscal year-end.  Entitlement to any payments under
this EMIP shall be contingent on the participants being employed by the company
on the date of such determination.

    


    


    *
Base salary in effect on April 1, 2008.

    **Grant
date is the date hereof, vesting ratably each July 1 in 2010-2, subject to
acceleration, at an exercise price equal to the Fair Market Value on the grant
date pursuant to the Company's 2007 Stock Incentive Plan and granted pursuant
thereto.