Exhibit 10.9
 Regular Grants under 2007 Plan
 DATE OF GRANT
 EMPLOYEE NAME  EMPLOYEE ADDRESS
 EMPLOYEE NAME
 This letter sets forth the terms and conditions of the shares of restricted stock
granted to you by Chindex International, Inc. (the Company) on DATE OF GRANT in
accordance with the provisions of its 2007 Stock Incentive Plan (the Plan). You have been
granted NUMBER shares (the Restricted Shares) of the Companys Common Stock
(Common Stock). Your Restricted Shares are subject to the terms and conditions set forth
in the Plan, any rules and regulations adopted by the Committee (as defined in the Plan),
and this letter. Any terms used in this letter and not defined have the meanings set forth
in the Plan.1.
    
    Vesting of Restricted Shares
 (a)
    
    Unless they vest on an earlier date as provided in paragraph 4 below, your
Restricted Shares will vest in installments as follows, provided that you are an
employee of the Company or its Subsidiaries or its Affiliates (as defined below) or a
director of the Company on each such date:
 Percentage of RestrictedVesting Date
    
    Shares Vested
 In the event the percentage of shares vested in the above table includes a
fractional share, the number of shares vested will be rounded down to the nearest
whole number.For purposes of this letter, (1) Subsidiary means a corporation, partnership,
joint venture, or other entity in which the Company owns, directly or indirectly,
50% or more of the ownership interests, and (2) Affiliate means a corporation,
partnership, joint venture, or other entity in which the Company owns, directly or
indirectly, 25% or more of the ownership interests.




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(b)
    
    You do not need to pay any purchase price to receive the Restricted Shares
granted to you by this letter. However, you must satisfy the tax withholding
obligations as provided in paragraph 6.
 2.
    
    Restrictions on the Restricted SharesUntil your Restricted Shares have vested, you may not sell, transfer, assign or pledge
them. Stock certificates representing your Restricted Shares will be registered in your
name (or you will be recorded as the owner of the shares on the Companys books) as of the
date of this letter, but such certificates will be held by the Company on your behalf until
such shares vest. When all or a portion of your Restricted Shares vest, a certificate
representing such shares (minus any shares retained to satisfy tax withholding obligations,
as described in paragraph 6) will be delivered to you (or you will be duly recorded as the
owner of the shares on the Companys books) as soon as practicable. To the extent your
Restricted Shares have vested, they shall be fully transferable (subject to applicable
securities law requirements) and not subject to forfeiture upon termination of employment or
otherwise.Except in circumstances where a different treatment is provided in paragraph 4, in the
event of your termination of employment with the Company and its Subsidiaries and Affiliates
(whether by you or by your employer) all of your Restricted Shares that have not previously
vested will be forfeited and automatically transferred to and reacquired by the Company at
no cost to the Company. A transfer of employment that results in your being employed by the
Company or a Subsidiary or Affiliate does not constitute a termination of your employment
for purposes of this grant letter.3.
    
    Voting and DividendsYou have the right to vote your Restricted Shares. From the date of this letter, you
will receive, with respect to your Restricted Shares, payments equal to the amount of
dividends paid on Common Stock. Dividends paid in cash will be paid directly to you at the
same time dividends are paid with respect to all other shares of Common Stock, but in no
event later than the March 15 of the calendar year after the calendar year in which the
record date for such dividend occurs. If any dividend is declared and paid by the Company
in a form other than cash, such non-cash dividend shall be subject to the same vesting
schedule, forfeiture terms, and other restrictions as are applicable to the Restricted
Shares with respect to which the dividends were paid.4.
    
    Acceleration of VestingNotwithstanding the provisions of paragraphs 1 and 2, your unvested Restricted Shares will
immediately vest upon the following events:
 (a)
    
    Death or Disability.If your employment terminates by reason of death or
Disability, all of your unvested Restricted Shares will immediately vest. For this
purpose, Disability means that by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be
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expected to last for a continuous period of not less than 12 months, you have been receiving
income replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Company or Subsidiary or
Affiliate that employs you.In the event of your death, the certificates for your Restricted Shares will be
delivered to (or the shares will be recorded as owned by) the executor or
administrator of your estate.(b)
    
    Certain Transactions.If the Subsidiary, Affiliate or division in which you
are employed at the time of such sale is sold to a person or entity that, following
such sale, is not an Affiliate, or if the Companys ownership of the Subsidiary or
Affiliate in which you are employed drops to less than 25% of the ownership interests,
all of your unvested Restricted Shares will immediately vest.(c)
    
    Change of Control.Upon the occurrence of a Change of Control (as defined in
the Plan), if you are an employee or director of the Company or its Subsidiaries or
Affiliates at such time, all of your unvested Restricted Shares will immediately vest.
 Committee Determinations.The Committee shall have absolute discretion to determine the
date and circumstances of termination of your employment or of the occurrence of any event
described in this paragraph 4, and its determination shall be final, conclusive and binding
upon you.5.
    
    Section83(b)Tax ElectionIf you are subject to income taxation in the United States, as a general matter, unless
you file an election under Section 83(b) of the Internal Revenue Code, you will recognize
ordinary compensation income on the date your Restricted Shares are no longer subject to a
substantial risk of forfeiture (which is generally the date such shares vest) in an amount
equal to the fair market value of the Restricted Shares on that date. You may, however,
elect to recognize income with respect to some or all of your Restricted Shares as of the
date of grant of such Restricted Shares in an amount equal to the fair market value of the
Restricted Shares on that date (without any discount for the transfer and forfeiture
restrictions on the Restricted Shares). In order to make this election, you must file an
election under Section 83(b) of the Code with the Internal Revenue Service no later than 30
days after the date of grant of your Restricted Shares. Further information about Section
83(b) and a copy of the election form can be obtained from the Companys Secretary.If you make a Section 83(b) election and subsequently forfeit some or all of the
Restricted Shares that were subject to the election, you will not be able to claim a
deduction or capital loss with respect to the forfeited shares.Cash dividends paid on your Restricted Shares (prior to vesting) will be taxable as
ordinary compensation income when received (or as dividend income if you made a
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Section 83(b) election). Non-cash dividends on your Restricted Shares generally will be taxable as
ordinary compensation income at the same time as the Restricted Shares to which such
dividends relate (or when received, if you made a Section 83(b) election with respect to
such dividends).You should consult with your tax advisor regarding the tax consequences of Restricted
Shares and the advantages and disadvantages of making an election under Section83(b).6.
    
    Tax WithholdingIf you make a Section 83(b) election, you must make a cash payment to the Company in
the amount of your tax withholding obligation with respect to your Restricted Shares at the
time (or promptly after) you file the Section 83(b) election. If you fail to satisfy your
withholding obligation in a time and manner satisfactory to the Company, the Company or a
Subsidiary or Affiliate shall have the right to withhold the required amount from your
salary or other amounts payable to you.If you have not made a Section 83(b) election, the Company will retain Common Stock
having a value equal to the amount of your withholding obligation from the shares otherwise
deliverable to you upon the vesting of your Restricted Shares.The amount of withholding tax retained by the Company or paid by you to the Company
will be paid to the appropriate tax authorities in satisfaction of the withholding
obligations under the tax laws. The total amount of income you recognize with respect to
your Restricted Shares will be reported to the tax authorities in the year in which you
recognize income with respect to such shares. Whether you owe additional tax will depend on
your overall taxable income for the applicable year and the total tax remitted for that year
through withholding or by estimated payments.7.
    
    Administration of the PlanThe Plan is administered by the Committee. The Committee has authority to interpret
the Plan, to adopt rules for administering the Plan, to decide all questions of fact arising
under the Plan, and generally to make all other determinations necessary or advisable for
administration of the Plan. All decisions and acts of the Committee are final and binding
on all affected Plan participants.8.
    
    Amendment and Adjustments to your Restricted Share AwardThe Plan authorizes the Board or the Committee to make amendments and adjustments to
outstanding awards, including the Restricted Shares granted by this letter, in specified
circumstances. Details are provided in the Plan.
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9.
    
    Effect on Other BenefitsIncome recognized by you as a result of the grant or vesting of Restricted Shares or
the receipt of dividends on your Restricted Shares will not be included in the formula for
calculating benefits under any other benefit plan of the Company.10.
    
    Regulatory ComplianceUnder the Plan, the Company is not required to deliver Restricted Shares or Common
Stock if such delivery would violate any applicable law or regulation. If required by any
securities law or regulation, the Company may impose restrictions on your ability to
transfer shares received under the Plan.11.
    
    Data PrivacyBy accepting this award you expressly consent to the collection, use and transfer, in
electronic or other form, of your personal data by and among the Company, its Subsidiaries
and Affiliates, and any broker or third party assisting the Company in administering the
Plan or providing recordkeeping services for the Plan, for the purpose of implementing,
administering and managing your participation in the Plan. By accepting this award you
waive any data privacy rights you may have with respect to such information. You may revoke
the consent and waiver described in this paragraph by written notice to the Companys
Secretary; however any such revocation may adversely affect your ability to participate in
the Plan.12.
    
    Consent to JurisdictionYour Restricted Shares and the Plan are governed by the laws of the State of Delaware
without regard to any conflict of law rules. Any dispute arising out of this award or the
Plan may be resolved only in a state or federal court located within New York County, New
York State, U.S.A. This award is granted on the condition that you accept such venue and
submit to the personal jurisdiction of any such court.
  If you have any questions regarding your Restricted Shares or would like to obtain
additional information about the Plan or its administration, please contact the Companys
Secretary, Chindex International, Inc., 4340 East West Highway, Bethesda, Maryland 20814
(telephone (301) 215-7777). This letter contains the formal terms and conditions of your
award and accordingly should be retained in your files for future reference.
 Very truly yours,Lawrence Pemble
Chief Financial Officer 5