EX-10.4



 Exhibit 10.4 
 Chindex International Inc. 
 Annual Executive Management Incentive Program (EMIP)

 For the Fiscal Year Ending December 2012 
 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 2012 budgeted Company objectives and
the 2012 budgeted CML contribution as shown below: 
  

																	
	 	  	Performance Weighting	 
	 	  	Revenue	 	 	EBITDA	 	 	CML	 	 	Total	 
	 CEO
	  	 	45	% 	 	 	45	% 	 	 	10	% 	 	 	100	% 
	 COO
	  	 	25	% 	 	 	25	% 	 	 	50	% 	 	 	100	% 
	 CFO
	  	 	50	% 	 	 	50	% 	 	 	0	% 	 	 	100	% 
	 CML-COO
	  	 	10	% 	 	 	10	% 	 	 	80	% 	 	 	100	% 

 Performance Matrix 

 

													
	 Performance
 Compared
to
	  	EMIP Performance	 
	 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 not to exceed 20% of base salary* 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 
  

					
	 CEO Roberta Lipson
	  	 	40	% 
	 CFO Robert Low
	  	 	25	% 
	 COO Larry Pemble
	  	 	40	% 
	 COO Elyse Silverberg
	  	 	40	% 

  

	*	Total Actual Base Salary received during Fiscal Year 2012 

 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	%