EX-10.4



 Exhibit 10.4 

Chindex International Inc. 
 Annual
Executive Management Incentive Program (EMIP) 
 For the Fiscal Year Ending December 2013 

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 financial return 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 executive Officers of the Parent Company are automatically enrolled in and are beneficiaries of this EMIP. They are the Chief Executive Officer (CEO), the
Chief Operating Officer (COO), the Chief Financial Officer (CFO) and the Executive Vice President (EVP – acting CML COO) in charge of the Chindex Medical joint-venture. 

Weighting 
 The Plan is based on Annual Objective
Performance Criteria (AOPC). Incentive payout is based on the achievement of financial growth objectives as defined in the AOPC. Additional payouts may be awarded individual executives at the discretion of the committee based on the achievement of
non-financial goals or other criteria as explained below. 
 Annual Objective Performance Criteria 

The metric of annual performance related to the Financial Objectives is weighted between the following components: 1) achievement of Chindex budgeted revenue,
2) achievement of Chindex budgeted adjusted EBITDA, and 3) achievement of budgeted Chindex level equity interest in CML earnings. Incentive payments to executives shall be calculated in accordance with the following table. Such incentive payments,
if earned, shall be paid as soon as practical following the close of the Company’s fiscal year. The incentive payments for each of the participants shall respectively be based on achievement of the 2013 budgeted Company objectives and the 2013
budgeted CML contribution as shown below: 
  

																	
	 	  	Performance Weighting	 
	 	  	Revenue	 	 	EBITDA	 	 	CML	 	 	Total	 
	 CEO
	  	 	45	% 	 	 	45	% 	 	 	10	% 	 	 	100	% 
	 COO
	  	 	40	% 	 	 	40	% 	 	 	20	% 	 	 	100	% 
	 CFO
	  	 	50	% 	 	 	50	% 	 	 	0	% 	 	 	100	% 
	 CML-COO
	  	 	40	% 	 	 	40	% 	 	 	20	% 	 	 	100	% 

  

													
	 	  	Performance Matrix	 
	 	  	EMIP Performance	 
	 Performance Compared to Budget
	  	Revenue	 	 	Ebitda	 	 	CML	 
	 110%
	  	 	140	% 	 	 	140	% 	 	 	140	% 
	 100%
	  	 	100	% 	 	 	100	% 	 	 	100	% 
	 90%
	  	 	60	% 	 	 	60	% 	 	 	60	% 
	 Below 90%
	  	 	0	% 	 	 	0	% 	 	 	0	% 








 Calculation 

The achievement levels (“AIP Achievement”) by metric are applied to the Performance Weighting by metric to calculate a percentage of target award
earned. This percentage is applied to the target award to determine the award earned. 
 Non-financial Objectives, if any 

Apart from the payouts based on the annual Objective Performance Criteria shown above, a cash payout may be granted to an individual at the discretion of the
Compensation Committee based on achievement of agreed non-financial objectives, on extraordinary efforts or achievements 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. 
  

			
	 Non-financial Objectives

	 Failure to timely complete
	  	0.0%
	 Partial Completion
	  	10% to 15%
	 All Timely Completed
	  	20%

 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 as soon as practical after the audited closing of the fiscal year. Entitlement to any payments under this EMIP shall be contingent on the participants being employed by the
company on the date of such determination. 
  

					
	 Target Award Levels as % of Salary*
	 
	 CEO Roberta Lipson
	  	 	40	% 
	 CFO Robert Low
	  	 	25	% 
	 COO Larry Pemble
	  	 	40	% 
	 COO Elyse Silverberg
	  	 	40	% 

  

	*	Total Actual Base Salary received during Fiscal Year 2013 

 Sample Calculation (excluding
Non-Financial Objectives which would be additional) 
  

																	
	 	  	Example Calculation for CEO	 
	 	  	Revenue	 	 	EBITDA	 	 	CML	 	 	Total	 
	 a. Result
	  	 	140	% 	 	 	100	% 	 	 	60	% 	 			
	 b. Weighting
	  	 	45	% 	 	 	45	% 	 	 	10	% 	 			
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 			
	 a x b (Weighted Result)
	  	 	63	% 	 	 	45	% 	 	 	6	% 	 	 	114	% 
			
		  	  
	 Target Award as % Salary
	   
	 	 	40	% 
		  				 				 				 	 	114	% 
		  	  
	 Award as % Salary
	   
	 	 	45.6	%