Amendment No. 4 to Management Agreement between IntegraMed America, Inc. and Shady Grove Reproductive Science Center, P.C.

Summary

This amendment updates the management agreement between IntegraMed America, Inc. and Shady Grove Reproductive Science Center, P.C. It clarifies financial terms related to physician recruitment expenses and revises the calculation of both base and additional management fees. The amendment specifies limits and approval requirements for recruitment costs and adjusts the fee structure based on revenue and cost percentages. All other terms of the original agreement remain unchanged.

EX-10.105(D) 4 0004.txt INTEGRAMED AMERICA, INC. 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;" 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