EX-10.1



 Exhibit 10.1 

IKANG HEALTHCARE GROUP, INC. 

SHARE INCENTIVE PLAN 

(effective as of February 26, 2013 and as subsequently amended) 

Section 1. Purpose.  

The purpose of the iKang Healthcare Group, Inc. Share Incentive Plan is to enhance the ability of iKang Healthcare Group, Inc. to attract and
retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company. 

Section 2. Definitions. 

As used in this Plan, the following terms shall have the meanings set forth below: 

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in either case as determined by the Committee. 
 (b) “Applicable
Laws” shall mean all laws, statutes, regulations, ordinances, rules or governmental requirements that are applicable to this Plan or any Award granted pursuant to this Plan, including but not limited to applicable laws of the People’s
Republic of China, the United States and the Cayman Islands, and the rules and requirements of any applicable securities exchange. 
 (c)
“Award” shall mean any Option, award of Restricted Stock, Restricted Stock Unit or Other Stock-Based Award granted under this Plan. 

(d) “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted
under this Plan. 
 (e) “Board” shall mean the board of directors of the Company. 

(f) “Cause” shall mean, with respect to a Participant, the meaning defined in any employment agreement between the
Participant and the Company then in effect or, if no such employment agreement is then in effect or Cause is not otherwise defined in an Award Agreement, “Cause” shall mean (i) the employee’s willful and continued failure
substantially to perform his or her duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness), (ii) dishonesty in the performance of the employee’s duties to the Company, (iii) the
employee’s indictment for a felony under the laws of the jurisdiction in which the participant is employed (or, if there is no such concept as “indictment” in the applicable jurisdiction, such analogous procedural event following the
employee’s arrest and prior to any conviction), (iv) any other act or omission on the part of the employee which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates,
(v) the employee’s habitual drunkenness or use of illegal substance, or (vi) a material breach by the employee of any agreement with the Company or any of its Affiliates.







 (g) “Code” shall mean the United States Internal Revenue Code of 1986, as
amended from time to time. 
 (h) “Committee” shall mean a committee of the Board designated by the Board to administer
this Plan. Unless otherwise determined by the Board, the Compensation Committee designated by the Board shall be the Committee under this Plan. In the absence of any Compensation Committee or any other related designation by the Board, the Board
shall assume all of the powers and responsibilities under this Plan. 
 (i) “Company” shall mean iKang Healthcare Group,
Inc., together with any successor thereto. 
 (j) “Company Sale” shall mean: 

(i) any transaction or series of related transactions in which all of the equity securities of the Company outstanding
immediately prior to such transaction(s) no longer represent, or are converted into or exchanged for equity securities that no longer represent, immediately following such transaction(s), at least a majority, by voting power, of the equity
securities of (A) the surviving or resulting entity or (B) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such transaction, the parent entity of such surviving or resulting entity;

 (ii) any transaction or series of related transactions in which the Company, after completion of such transaction(s),
ceases to control, directly or indirectly, one or more members of the Company Group holding substantially all of the assets and/or intellectually property of the Company Group taken as a whole; or 

(iii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related
transactions, by the Company or any other member(s) of the Company Group (as defined below), of all or substantially all the assets and/or intellectual property of the Company Group taken as a whole on a consolidated basis, or the sale or
disposition (whether by merger or otherwise) of one or more members of the Company Group if substantially all of the assets and/or intellectually property of the Company Group taken as a whole and on a consolidated basis are held by such member(s)
of the Company Group, except where such sale, lease, transfer, exclusive license or other disposition is to one or more other members of the Company Group. 

  
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 “Company Group”, for the purpose hereof, means the Company, any
of its subsidiaries, controlled entities and affiliates, together with each subsidiary of the aforementioned entities, and each Person (other than a natural person) that is, directly or indirectly, controlled by any of the foregoing, including but
not limited to each joint venture in which any of the foregoing holds more than fifty percent (50%) of the voting power. The term “control” of a given Person shall mean the power or authority, whether exercised or not, to direct the
business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon
possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the
board of directors of such Person. The terms “controlled” and “controlling” have meanings correlative to the foregoing. 

(k) “Consultant” means any individual, including an advisor, who is engaged by the Company or an Affiliate to render services
and is compensated for such services, and any director of the Company whether or not compensated for such services. 
 (l)
“Employee” means any individual employed by the Company or an Affiliate. 
 (m) “Fair Market Value” shall
mean, with respect to any property (including, without limitation, any Shares or other securities) the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. 

(n) “Option” shall mean an option granted under Section 6 hereof. 

(o) “Other Stock-Based Award” shall mean any right granted under Section 8 hereof. 

(p) “Participant” shall mean an individual granted an Award under this Plan. 

(q) “Person” means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, entity or governmental authority or other entity of any kind or nature. 

  
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 (r) “Plan” shall mean this iKang Healthcare Group, Inc. Share Incentive Plan, as
amended from time to time. 
 (s) “Restricted Stock” shall mean any Share granted under Section 7 hereof. 

(t) “Restricted Stock Unit” shall mean a contractual right granted under Section 7 hereof that is denominated in Shares,
each of which represents a right to receive the value of a Share (or a percentage of such value, which percentage may be higher than 100%) upon the terms and conditions set forth in this Plan and the applicable Award Agreement. 

(u) “Shares” shall mean Class A common shares of the Company, $0.01 par value. 

(v) “Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously
granted by, or held by the employees of, a company or other entity or business acquired (directly or indirectly) by the Company or with which the Company combines. 

Section 3. Eligibility. 

(a) Employees and Consultants are eligible to participate in this Plan. An Employee or Consultant who has been granted an Award may, if he or
she is otherwise eligible, be granted additional Awards. 
 (b) An individual who has agreed to accept employment by, or to provide services
to, the Company or an Affiliate shall be deemed to be eligible for Awards hereunder as of the date of such agreement. 
 Section
4. Administration. 
 (a) The Plan shall be administered by the Committee, which may delegate its duties and powers
in whole or in part to any subcommittee thereof. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. The Committee may issue rules and
regulations for administration of this Plan. It shall meet at such times and places as it may determine. A majority of the members of the Committee or the subcommittee described in this Section 4(a) shall constitute a quorum. 

  
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 (b) Subject to the terms of this Plan and Applicable Laws, the Committee shall have full power
and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under this Plan; (iii) determine the number of Shares to be covered by (or with
respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the
holder thereof or of the Committee; (vii) interpret and administer this Plan and any instrument or agreement relating to, or Award made under, this Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of this Plan; (ix) determine whether and to what extent Awards should comply or continue to comply with any requirement of statute or regulation; and (x) make any other
determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan. 
 (c) All
decisions of the Committee shall be final, conclusive and binding upon all Persons, including the Company, the stockholders of the Company and the Participants and their beneficiaries. 

Section 5. Shares Available for Awards. 

(a) Subject to adjustment as provided below, the maximum aggregate number of Shares that may be issued pursuant to all Awards shall not exceed
1,249,000. 
 (b) If, after the effective date of this Plan, any Shares covered by an Award, or to which such an Award relates, are
forfeited, cancelled or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall
again be, or shall become, available for issuance under this Plan. 
 (c) In the event that any Option or other Award granted hereunder
(other than a Substitute Award) is exercised through the delivery of Shares, or in the event that withholding tax liabilities arising from such Option or Award are satisfied by the withholding of Shares by the Company, the number of Shares available
for Awards under this Plan shall be increased by the number of Shares so surrendered or withheld. 
 (d) Any Shares delivered pursuant to an
Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares. 

  
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 (e) In the event that the Committee shall determine that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number
and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a) hereof, (ii) the number and type of Shares (or other
securities or property) subject to outstanding Awards, (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, and (iv) the
minimum number of Shares which may be purchased by the holder of an outstanding Award at any one time; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. 

(f) Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under this Plan. 

Section 6. Options.  

The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and
conditions, in either case not inconsistent with the provisions of this Plan, as the Committee shall determine: 
 (a) The purchase price
per Share under an Option shall be determined by the Committee and set forth in the Award Agreement; provided, however, that, except in the case of Substitute Awards, such purchase price shall not be less than the Fair Market Value of a Share
on the date of grant of such Option. 
 (b) The term of each Option shall be fixed by the Committee; provided, however, that the term
shall be no more than ten years from the date of grant thereof. 
 (c) The Committee shall determine the time or times at which an Option
may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise
date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made. 

Section 7. Restricted Stock and Restricted Stock Units. 

(a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants. 

  
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 (b) Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions
as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination
at such time or times, in such installments or otherwise, as the Committee may deem appropriate. 
 (c) Any share of Restricted Stock
granted under this Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates, creation of a new class of shares or amendment
of the Memorandum and/or Articles of Association of the Company. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under this Plan, such certificate shall be registered in the name of the Participant and
shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. 
 Section
8. Other Stock-Based Awards. 
 The Committee is hereby authorized to grant to Participants such other Awards
(including, without limitation, stock appreciation rights and rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including,
without limitation, securities convertible into Shares) as are deemed by the Committee to be consistent with the purposes of this Plan. Subject to the terms of this Plan, the Committee shall determine the terms and conditions of such Awards. Shares
or other securities delivered pursuant to a purchase right granted under this Section 8 shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash,
Shares, other securities, other Awards, or other property, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, shall, except in the case of Substitute Awards, not be less
than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted. 
 Section 9.
General Provisions Applicable to Awards. 
 (a) All Awards shall be evidenced by an Award Agreement between the Company and
the Participant. 
 (b) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by
Applicable Laws. 
 (c) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any
other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the
same time as or at a different time from the grant of such other Awards or awards. 

  
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 (d) Subject to the terms of this Plan, payments or transfers to be made by the Company upon the
grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, and may be made in
a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. 

(e) (i) Unless the Committee shall otherwise determine, no Award and no right under any such Award, shall be assignable, alienable, saleable
or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable during
the Participant’s lifetime only by the Participant or, if permissible under Applicable Laws, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, charged, mortgaged, alienated,
attached, or otherwise encumbered, and any purported pledge, charge, mortgage, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. The provisions of this paragraph shall not apply to any Award which has
been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof. 

(ii) Notwithstanding Section 9(e)(i), the Committee may determine that an Award may be transferred by a Participant to a corporation,
partnership or other legal entity solely owned by such Participant, to one or more members of such Participant’s immediate family, to a partnership of which the only partners are members of such Participant’s immediate family, or to a
trust established by a Participant for the benefit of one or more members of such Participant’s immediate family. For this purpose, immediate family means a Participant’s spouse, parents, children, grandchildren and the spouses of such
parents, children and grandchildren. A transferee described in this Section 9(e)(ii) may not further transfer such Award. A trust described in this Section 9(e)(ii) may not be amended to benefit any Person other than a member of the
Participant’s immediate family. An Award transferred pursuant to this Section 9(e)(ii) shall remain subject to all provisions of the Plan and the Award Agreement evidencing such Award. 

  
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 (f) All certificates for Shares or other securities delivered under this Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Plan or the rules, regulations, and other requirements of the United States Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities are then listed, and any Applicable Laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such
restrictions. 
 Section 10. Amendment and Termination. 

(a) Except to the extent prohibited by Applicable Laws and unless otherwise expressly provided in an Award Agreement or in this Plan, the Board
may amend, alter, suspend, discontinue or terminate this Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder
approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply, (ii) shareholder approval for any amendment to this Plan that
increases the total number of Shares reserved for the purposes of this Plan or changes the maximum number of Shares for which Awards may be granted to any Participant, or (iii) the consent of the affected Participant, if such action would
adversely affect the rights of such Participant under any outstanding Award. 
 (b) The Committee may waive any conditions or rights under,
amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award; provided, however,
that no such action shall adversely affect the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under this Plan; and provided further that, except as provided in Section 5(e) hereof, no such
action shall reduce the exercise price of any Option established at the time of grant thereof. 
 (c) The Committee shall be authorized to
make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 5(e) hereof affecting the Company, or the
financial statements of the Company, or of changes in Applicable Laws or accounting principles); whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan. 
 (d) Any provision of this Plan or any Award Agreement to the contrary
notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award.


  
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 (e) The Committee may correct any defect, supply any omission, or reconcile any inconsistency in
this Plan or any Award in the manner and to the extent it shall deem desirable to carry this Plan into effect. 
 Section 11.
Miscellaneous. 
 (a) No employee, independent contractor, Participant or other Person shall have any claim to be granted
any Award under this Plan, and there is no obligation for uniformity of treatment of employees, independent contractors, Participants, or holders or beneficiaries of Awards under this Plan. The terms and conditions of Awards need not be the same
with respect to each recipient. 
 (b) The Committee may delegate to one or more officers or managers of the Company, or a committee of such
officers or managers, its authority under this Plan; provided, however, that any delegation to management shall conform with the requirements of the laws of the Cayman Islands, as in effect from time to time. 

(c) No Shares shall be delivered under this Plan to any Participant until such Participant has made arrangements acceptable to the Committee
for the satisfaction of any income and employment tax withholding obligations under all Applicable Laws. The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under this Plan or
from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards, or other property) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award
or under this Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash, Shares, other securities, other Awards or other property by the Participant) as may be necessary in the opinion
of the Company to satisfy all obligations for the payment of such taxes. 
 (d) Except as otherwise expressly authorized by the Committee, a
Participant shall not be entitled to any privilege of share ownership as to any Shares not actually delivered to and held of record by the Participant. 

(e) Nothing contained in this Plan shall prevent the Company from adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. 
 (f) The grant of an Award
shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant from employment or terminate the
services of an independent contractor, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan or in any Award Agreement or in any other agreement binding the parties. 

  
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 (g) If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to Applicable Laws, or if
it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of
this Plan and any such Award shall remain in full force and effect. 
 (h) Awards payable under this Plan shall be payable in Shares or from
the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No Participant, beneficiary or other Person shall have any right, title or interest in any fund or in any specific
asset (including Shares, except as expressly otherwise provided) of the Company or one of its Subsidiaries by reason of any award hereunder. 

(i) Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of
the Company. 
 (j) No fractional Shares shall be issued or delivered pursuant to this Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. 

(k) This Plan shall be submitted to the competent foreign exchange regulatory authority and tax authority of the PRC for registration and
shall be implemented in accordance with the relevant rules of these authorities with respect to Employees who are PRC residents. 
 (l)
In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may, in its sole discretion, provide for such special terms as it may consider necessary or appropriate to accommodate differences in
local law, tax policy, or custom applicable in the jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, amendments, restatements or alternative versions of this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose; provided, however, that no such supplements, restatements or alternative versions shall increase the
share limitations contained in Section 5 hereof. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws. 

  
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 (m) The Plan and all Award Agreements shall be governed by and construed in accordance with the
laws of the Cayman Islands. 
 Section 12. Effective Date of Plan. 

The Plan shall be effective as of the date of February 26, 2013. 

Section 13. Term of this Plan. 

No Award shall be granted under this Plan after the tenth anniversary of the effective date as determined in Section 12 hereof. However,
unless otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend this Plan, shall extend beyond such date. 

  
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