AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT ("Amendment No. 3"), dated
April 1, 2000 by and between IntegraMed America, Inc., a Delaware corporation,
with its principal place of business at One Manhattanville Road, Purchase, New
York 10577 ("INMD") and Bay Area Fertility and Gynecology Medical Group, Inc., a
California professional medical corporation, with its principal place of
business at 3160 Crow Canyon Road, Suite 150, San Ramon, California 94583
("PC").
RECITALS:
WHEREAS, INMD and PC entered into a Management Agreement dated January
7, 1997, as amended (the "Management Agreement");and
WHEREAS, INMD and PC wish to amend further the Management Agreement, in
pertinent part to clarify certain financial terms and conditions;
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, as amended, INMD
and PC agree as follows:
1.
Section 2.1.2 is hereby deleted and the following is
substituted therefor, effective April 1, 2000:
"2.1.2. Expenses incurred in the recruitment of additional
physicians for P.C. including, but not limited to employment
agency fees, travel expenses and relocation expenses; and, up
to $175,000 for the first 12 months of each new physician's
employment [for purposes of this section "new physician" shall
mean a physician starting a practice and is without a patient
referral base] to cover such costs as a signing bonus, if any,
and salary; provided, however, any such amount must be
approved by the Joint Practice Management Board on a
case-by-case basis; and provided, further, "additional
physician" shall mean a new physician whose hiring is not to
replace a physician who has left P.C. within 12 months prior
to the employment of the new physician, but whose hiring
increases PC's full-time equivalent ("FTE") physicians to a
number greater than PC's FTE physicians for the previous 12
months;"
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2. Section 6.1.2 is hereby deleted in its entirety and the
following substituted therefor, effective April 1, 2000:
"6.1.2 during each year of this Agreement, a Base Management
Fee, paid monthly, of an amount equal to six percent (6%) of
the first $8.0 million of P.C.'s Revenues; five percent (5%)
of P.C.'s Revenues over $8.0, but less than $12 million; and
four percent (4%) of P.C's Revenues of $12 million and above."
3. Section 6.1.4 is hereby deleted in its entirety and the
following substituted therefor, effective April 1, 2000:
"6.1.4 during years 6 through 25 of this Agreement, an
Additional Management Fee, paid monthly but reconciled
quarterly, in an amount equal to fifteen (15%) percent of
Revenues, but not to exceed 20% of PDE."
4. All other provisions of the Management Agreement, as amended,
not in conflict with this Amendment No. 3 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 3 as the
date first written above.
INTEGRAMED AMERICA, INC.
By:/s/Donald S. Wood, Ph.D.
----------------------------------------------
Donald S. Wood, Ph.D.,
Sr. Vice President and Chief Operating Officer
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
By:/s/Arnold Jacobson, M.D., President
-----------------------------------
Arnold Jacobson, M.D., President
