DaVita Inc. Executive Incentive Plan (Amended and Restated Effective 01/01/2009)



 Exhibit 10.1 
 DAVITA INC. EXECUTIVE INCENTIVE PLAN 
 (As Amended and Restated Effective January 1, 2009) 
 PURPOSE. 
 The purpose of the DaVita Inc. Executive Incentive
Plan (the “Plan”) is to provide incentive compensation payments (“Awards”) to senior executives that are directly tied to the attainment of business objectives of DaVita Inc. (the “Company”) and to the attainment of its
mission to be the partner, provider, and employer of choice and that may qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the
“Code”). 
 ELIGIBILITY. 
 The Chief
Executive Officer of the Company and each other senior executive of the Company who is determined by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) to be likely to be deemed to
be a “covered employee” under Section 162(m) of the Code for a performance period and such other employees of the Company as may be selected by the Committee to receive an Award for a performance period shall be eligible to
participate in the Plan for such performance period (the “Participants”). 
 ADMINISTRATION. 
 The Plan shall be administered by the Committee, which shall consist solely of two (2) or more directors, each of whom is an “outside
director” within the meaning of Section 162(m) of the Code. The members of the Committee shall be appointed by the Board and may be changed from time to time at the discretion of the Board. 
 The Committee shall have the authority: 
  

	 	(1)	to select the Participants in the Plan for each performance period; 

  

	 	(2)	to establish the performance period applicable to each Award; 

  

	 	(3)	to establish and administer the performance goals and the amount of the Award for each Participant for each performance period; 

  

	 	(4)	to certify whether the performance goals for each Participant for each performance period have been satisfied; 

  

	 	(5)	to construe, interpret, and implement the Plan; 

  

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	 	(6)	to prescribe, amend, and rescind rules and regulations relating to the Plan and the administration of the Plan; 

  

	 	(7)	to make all determinations necessary or advisable in administering the Plan; and 

  

	 	(8)	to reduce the amount payable under any Award granted under the Plan if, in the judgment of the Committee, such reduction is in the best interests of the Company and its
stockholders. 

 Any determination by the Committee shall be final and binding. 
 AWARDS. 
 No later than 90 days after the commencement of
each performance period (and in no event after 25% of the performance period has elapsed), the Committee shall designate the Participants for such performance period, shall establish, in writing, the performance goals for each Participant for such
performance period and the method of calculating the amount of the Award that will be payable under the Plan to each Participant for such performance period if the performance goals established by the Committee for the Participant are attained, in
whole or in part. Such method shall be stated in terms of an objective formula or standard that precludes discretion to increase the amount of the Award that would be payable to the Participant upon attainment of the goals. The performance goals
established by the Committee for each Participant for a performance period and the method of calculating the amount of the Award that will be payable to a Participant for such performance period if the performance goals established by the Committee
for the Participant are attained may not be modified after the first 90 days (or, if less, 25%) of the performance period. 
 The performance
goals for each Participant for a performance period shall be based on one or more of the following business criteria: cash generation targets, profit and revenue targets on an absolute or per share basis (including but not limited to EBIT, EBITDA,
operating income, operating income margin, revenue per treatment, cash flow, free cash flow and EPS), cost and expense targets (including, but not limited to cost per treatment, general and administrative expenses, capital expenditures and operating
expenses), equity value, leverage ratio, market share targets, acquisition targets, profitability targets (as measured through return ratios or stockholder returns), treatment growth, patient growth and center growth, clinical outcomes, physician
recruitment, physician retention, physician relations, employee turnover, employee relations, patient retention, improvements in reimbursement economics, commercial payor relationships and contract related targets, public policy efforts and
investigation, legal proceedings and litigation outcomes. Such business criteria may, in the discretion of the Committee, be applied to the Participant, the Company as a whole, or any designated subsidiary or business unit of the Company or a
subsidiary thereof. 
  

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 PAYMENT OF AWARDS. 
 Following the end of each performance period, and as soon as practicable after the Committee’s certification of a Participant’s attainment of the performance goals established by the Committee for such Participant for such
performance period, but in no event later than the end of the calendar year following the calendar year in which the performance period to which the Award relates ends, the Company shall pay to the Participant the amount of the Award earned by the
Participant. Payment may be made in cash, in shares of common stock of the Company (“Common Stock”), or in units representing the right to receive shares of Common Stock (“Stock Units”). Shares of Common Stock or Stock Units
granted to a Participant in payment of an Award may be subject to such restrictions as determined by the Committee in its discretion. The date on which a cash payment is made to the Participant in the case of an Award paid in cash, or the date on
which shares of Common Stock or Stock Units are granted to the Participant in the case of an Award paid in shares of Common Stock or Stock Units, is hereinafter referred to as the “Payment Date”. The Payment Date of an Award may not occur
prior to the end of the performance period applicable to the Award. To the extent the payment of an Award in shares of Common Stock or Stock Units would require stockholder approval under the rules of the principal national securities exchange on
which the Common Stock is traded or listed, such payment shall be made pursuant to an equity compensation plan of the Company, other than the Plan, under which such payment can be made without further approval by the Company’s stockholders.

 The maximum amount that may be paid pursuant to Awards under the Plan to any Participant for any calendar year is Ten Million Dollars
($10,000,000). For purposes of applying this limitation, (i) an Award that is paid for a performance period that spans more than one calendar year shall be pro rated evenly over the the calendar years or portions thereof contained within such
performance period and (ii) the amount of an Award that is paid in shares of Common Stock or Stock Units shall be valued without reduction for any restrictions to which such shares of Common Stock or Stock Units may be subject and shall be
based on the last reported sale price regular way on the Payment Date, or if no such reported sale takes place on the Payment Date, the average of the last reported bid and ask prices regular way on the Payment Date, in either case on the principal
national securities exchange on which the Common Stock is traded or listed. If on the Payment Date the principal national securities exchange on which the Common Stock is traded or listed is closed, the value of the shares of Common Stock or Stock
Units shall be determined as of the last preceding day on which the Common Stock was traded or for which bid and asked prices are available. 
 An Award shall be paid under this Plan to a Participant for any performance period solely on account of the attainment of the performance goals established by the Committee with respect to such Participant for such performance period. An
Award to a Participant shall, except as otherwise provided herein, also be contingent upon the Participant’s continued employment by the Company or a subsidiary of the Company on the Payment Date. 
  

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 OFFSETS OF BENEFITS. 
 The Company shall have the right to withhold from Award payments any amounts that a Participant owes to the Company. The Company also shall have the right to use any Award to offset any incentive compensation payments required to be
provided to an employee pursuant to the terms of that employee’s employment agreement. 
 TERMINATION OF EMPLOYMENT. 
 If a Participant’s employment with the Company terminates prior to the Payment Date for an Award, then the Participant shall not be entitled to any
payment with respect to the Award, unless otherwise provided by the terms of the Participant’s employment agreement, or otherwise determined by the Committee, in its sole discretion. 
 If any payee is a minor, or if the Committee reasonably believes that any payee is legally incapable of giving a valid receipt and discharge for any
payment due him or her, the Committee may have the payment made to the person (or persons or institution) whom it reasonably believes is caring for or supporting such payee. Any such payment shall be a payment for the benefit of the payee and shall
be a complete discharge of any liability under the Plan to the payee. 
 EFFECTIVE DATE. 
 Payment of any Award under this amended and restated Plan shall be contingent upon stockholder approval of this amended and restated Plan pursuant to
Section 162(m) of the Code. All Awards under this amended and restated Plan shall be null and void if this amended and restated Plan is not approved by such stockholders. 
 After stockholder approval of this amended and restated Plan has been obtained at the 2009 annual meeting of stockholders, the material terms of the
performance goals shall be disclosed to and reapproved by the stockholders no later than the first stockholder meeting in 2014. 
 COMMITTEE CERTIFICATION.

 Prior to the payment of any Award to a Participant, the Committee will certify in writing that the applicable performance goals were in
fact satisfied. 
  

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 AMENDMENT OF THE PLAN. 
 The Committee may from time to time alter, amend, suspend, or discontinue the Plan. However, no such amendment or modification shall adversely affect any Participant’s rights with regard to outstanding,
previously certified Awards. 
 ASSIGNABILITY. 
 No Awards granted under the Plan shall be pledged, assigned, or transferred by any Participant except by a will or by the laws of descent and distribution. Any estate of any Participant receiving any Award under the Plan shall be subject to
the terms and conditions of the Plan. 
 TAX WITHHOLDING. 
 Award payments made to Participants shall be made net of any amounts necessary to satisfy federal, state and local withholding tax requirements, where required by law. 
 NO CONTRACT OF EMPLOYMENT. 
 Neither the action of the
Company in establishing this Plan, nor any provisions hereof, nor any action taken by the Company, the Committee or the Board pursuant to the Plan and its provisions, shall be construed as giving to any employee or Participant the right to be
retained in the employ of the Company. 
 OTHER PROVISIONS. 
 Any expenses and liabilities incurred by the Board, the Committee or the Company in administering the Plan shall be paid by the Company. 
 Amounts paid to a Participant with respect to Awards under the Plan shall have no effect on the level of benefits provided to or received by such Participant, or the Participant’s estate or beneficiaries, as a
part of any other employee benefit plan or similar arrangement provided by the Company, except as provided under the terms of such other employee benefit plan or similar arrangement. 
  

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 The Plan and all actions taken under the Plan shall be governed by, and construed in accordance with, the
laws of the State of Delaware without regard to the conflict of law principles thereof. 
 SECTION 409A OF THE CODE 
 The Plan is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent.
Notwithstanding any other provision of the Plan, to the extent that a Participant’s right to any payment hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment
shall be made in accordance with the following: 
 If the Participant is a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Code on the date of the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such payment shall be made
during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Participant’s death, if the earlier making of such payment would result in tax
penalties being imposed on the Participant under Section 409A of the Code. The amount of any payment that would otherwise be made during this period shall instead be made on the first business day following the date that is six months following
the Separation Date or, if earlier, the date of the Participant’s death. 
  

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