AMENDMENT TO MANAGEMENT AGREEMENT
Between
INTEGRAMED AMERICA, INC. (Formerly known as IVF AMERICA, INC.)
And
REPRODUCTIVE ENDOCRINE & FERTILITY CONSULTANTS, P.A.
THIS AMENDMENT TO MANAGEMENT AGREEMENT, dated May 22, 1997 by and between
IntegraMed America, Inc., a Delaware corporation, with its principal place of
business at Xxx Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 ("INMD") and
Reproductive Endocrine & Fertility Consultants, P.A., a Kansas professional
corporation, with its principal place of business at Xxx Xxxxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxx Xxxx, Xxxxxxxx 00000 ("PA").
WHEREAS, INMD and PA entered into a Management Agreement dated November 1,
1995 ("Management Agreement"); and
WHEREAS, INMD and PA desire to amend the Management Agreement, in pertinent
part, to modify INMD's commitment to make available to PA certain funds for the
employment of a physician and provide for payment of PA's debt to INMD in the
amount of $670,000 as of March 31, 1997 as a result of Advances, as defined in
the Management Agreement.
In consideration of the mutual promises and covenants herein contained, and
as contained in the Management Agreement, INMD and PA agree as follows:
1. The Management Agreement is hereby amended by adding the following
sentence at the end of Section 3.4 thereof:
"On a monthly basis, INMD and PA will review and discuss operating results,
Advances, as herein defined, and proposed Advances, if any."
2. The Management Agreement is hereby amended by deleting Section 7.3.1 in
its entirety and substituting the following therefore:
"7.3.1 Any amounts advanced hereunder shall be considered Service Fees as
provided for in Section 7.1 and shall be repaid from PA's 75% allocation of PDE,
as defined in this Management Agreement, in accordance with this Section 7.3.1.
After satisfaction, on a monthly basis, of direct physician costs (Physician
draw and retirement benefit, and physician-employee salary which are
collectively referred to as "Physician Direct Costs"), 55% of PA's PDE in excess
of Physician Direct Costs shall be retained by INMD to reduce the debt owed to
INMD as a result of the Advances. This formula for repayment of Advances shall
remain in effect until such point as all Advances are repaid. Thereafter, 75% of
PDE shall be paid to PA and 25% retained by INMD. In addition to the foregoing
adjustment, INMD shall be entitled to offset its obligation to pay PA the
$38,888.89 Exclusive Management Right payment provided for in Section 8.1 of
this Management Agreement on the last business day of October, 1997 in
accordance with the following formula:
Revenues for July, August Management Fee Amount Credited Against
or September 1997 Paid to PA INMD Advances
----------------- ---------- -------------
$110,000 or more $38,888.89 None
$100,001 to $109,999 $19,444.45 $19,444.44
$90,000 to $100,000 $8,888.89 $30,000.00
Less than $90,000 None $38,888.89
3. The Management Agreement is hereby amended by deleting Section 7.4 in
its entirety and substituting the following Section therefore:
"7.4 Minimum PDE. Physician has entered into a Shareholder-Physician
Employment Agreement with PA dated May 9, 1997 ("Employment Agreement") pursuant
to which, among other things, Physician has agreed to commence full-time
employment with PA effective July 1, 1997. As a result of the Employment
Agreement and to ensure for the first twelve months thereof that Physician will
be able to draw at least $150,000 against PDE, INMD agrees to make necessary
Advances to ensure that Physician is able to draw a minimum of $15, 000 per
month against PDE for the first 6 months of his employment by PA and $10,000 per
month against PDE for the second 6 months of his employment by PA."
4. The Management Agreement is hereby amended to add the following section:
"12.16 Cooperation. INMD and PA, for itself and on behalf of Physician,
covenant to work cooperatively in order for the parties to achieve the
objectives and purposes of this Management Agreement. PA shall cause Physician
to be available when needed to review marketing plans and participate in
strategic planning sessions relative to practice development. INMD and Physician
shall meet periodically to confer on practice development and determine the
course of action most appropriate to accomplish PA's development."
5. All other provisions of the Management Agreement, not in conflict with
this Amendment, remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have this Agreement the date first
above written.
INTEGRAMED AMERICA, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------------------
Xxxxx Xxxxxx, Central Region Vice President
REPRODUCTIVE ENDOCRINE & FERTILITY CONSULTANTS, P.A.
By: /s/ Xxxxx X. Xxxxxx, M.D.
---------------------------------------------
Xxxxx X. Xxxxxx, M.D., President
