AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.
THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT ("Amendment No. 4"), 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 Shady Grove Reproductive Science Center, P.C., a
Maryland professional corporation, with its principal place of business at 15001
Shady Grove Road, Suite 310, Rockville, Maryland 20850 ("PC").
RECITALS:
WHEREAS, INMD and PC are parties to a Management Agreement dated March
12, 1998, 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 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 7.1.3 is hereby deleted in its entirety and the
following substituted therefor, effective April 1, 2000:
"7.1.3 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 7.1.4 is hereby deleted in its entirety and the
following substituted therefor, effective April 1, 2000:
"7.1.4 during each year of this Agreement, an Additional
Management Fee, paid monthly but reconciled quarterly, in
accordance with the following table; and provided further the
Additional Management Fee shall not exceed the applicable
percent of PC's PDE for any Fiscal Year:
Cost of Services plus the Base
Management Fee as a % of Revenues Additional Management Fee
--------------------------------- -------------------------
Below 76% 20% of PDE
76% to 81% 17.5% of PDE
81% or more 15% of PDE
4. All other provisions of the Management Agreement, as amended,
not in conflict with this Amendment No. 4 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 4 as the
date first written above.
INTEGRAMED AMERICA, INC.
By:/s/Gerardo Canet
--------------------------
Gerardo Canet, President
SHADY GROVE REPRODUCTIVE SCIENCE CENTER, P.C.
By:/s/Michael J. Levy, M.D.
--------------------------------
Michael J. Levy, M.D., President
