Amendment No. 3 to Management Agreement between IntegraMed America, Inc. and Bay Area Fertility and Gynecology Medical Group, Inc.

Summary

This amendment updates the management agreement between IntegraMed America, Inc. and Bay Area Fertility and Gynecology Medical Group, Inc. It clarifies financial terms related to recruiting new physicians, including expense limits and approval requirements, and revises the calculation of management fees based on revenue tiers. The amendment also sets an additional management fee for years 6 through 25, with a cap based on a percentage of revenues. All other terms of the original agreement remain unchanged.

EX-10.61(C) 2 0002.txt INTEGRAMED AMERICA, INC. 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;" 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