[INTEGRAMED AMERICA, INC. LETTERHEAD]
December ________, 2008
[Employee]
[Address]
[City/State]
RE: Section 409A amendments to
Indemnification Agreement
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Dear ______________
The purpose of this letter is to amend the Indemnification
Agreement dated ____________ between you and IntegraMed America, Inc. (the
"Agreement") to cause the Agreement to comply with Section 409A of the Internal
Revenue Code, as amended. Terms used in this letter and not defined herein shall
have the same meaning as under the Agreement. The Agreement is hereby amended by
the addition of a new Section 10.11 at the end of the Agreement to read as
follows:
10.11 Section 409A. This Agreement is intended to be an
indemnification agreement as described in Treasury Regulations
Section 1.409A-1(b)(10) promulgated under Section 409A of the
Internal Revenue Code, as amended. Accordingly, the Company
intends that payments provided to the Indemnitee pursuant to
the Agreement will not be subject to taxation under the
Internal Revenue Code. The provisions of this Agreement shall
be interpreted and construed in favor of satisfying any
applicable requirements of Section 409A of the Internal
Revenue Code. However, the Company does not guarantee any
particular tax effect for payments provided to Indemnitee
pursuant to this Agreement.
The terms of the Agreement not amended herein shall remain in force and
are not affected by this letter. This letter shall be governed and construed in
accordance with the provisions of the Agreement.
If the terms of this letter are acceptable to you, please sign both
copies of this letter indicating your agreement to its terms, keep one signed
copy of the letter for yourself, and return the other signed copy to me. This
letter may be executed in two or more counterparts, each of which will be deemed
to be an original. A signature transmitted by facsimile will be deemed an
original signature.
Sincerely,
IntegraMed America, Inc.
By:
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Title:
---------------------------------
Accepted and Agreed:
[Employee]
Date:
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