AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
FERTILITY CENTERS OF ILLINOIS, S.C.
THIS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT, dated January 9, 1998 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 Fertility Centers of Illinois, S.C., an Illinois medical corporation, with
its principal place of business at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxx 00000 ("FCI").
RECITALS:
INMD and FCI entered into a Management Agreement dated February 28,
1997 (the "Management Agreement"), as amended; and
INMD and FCI wish to further amend the Management Agreement, in
pertinent part to provide for a new Article governing joint duties and
responsibilities of INMD and FCI under the Management Agreement, as amended and
to provide for FCI's expansion to include the Infertility practice of Xxxxxxxx
X. Xxxxxx, M.D. and Xxxx X. Xxxxxxxxx, M.D.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, INMD and FCI
agree as follows:
1. The term "FCI" shall include Infertility Services, as defined in the
Management Agreement, rendered by Xxxxxxxx X. Xxxxxx, M.D. and Xxxx X.
Xxxxxxxxx, M.D. who entered into Employment Agreements with FCI on January 9,
1998.
2. All representations of and covenants by FCI in the Management
Agreement are hereby amended to include the medical practice of Xxxxxxxx X.
Xxxxxx, M.D. and Xxxx X. Xxxxxxxxx, M.D. for which INMD has paid a Right to
Manage Fee, as defined in the Management Agreement, in the amount of $1.5
million.
3. The Management Agreement is hereby amended to add the following
Article:
"Article 12
JOINT DUTIES AND RESPONSIBILITIES
12.1 FORMATION AND OPERATION OF JOINT PRACTICE MANAGEMENT BOARD. INMD
and FCI will establish a Joint Practice Management Board which will be
responsible for developing management and administrative policies for the
overall operation of FCI. The Joint Practice Management Board will consist of
designated management representative(s) from INMD, one or more FCI owners, as
determined by FCI, such other practice physicians, as appropriate and the
Executive Directors. In the case of any matter requiring a formal vote, FCI
shall have one (1) vote and INMD shall likewise have one (1) vote..
12.2 DUTIES AND RESPONSIBILITIES OF THE JOINT PRACTICE MANAGEMENT
BOARD. The Joint Practice Management Board shall have the following duties and
responsibilities:
12.2.1 ANNUAL BUDGETS. All annual capital and operation
budgets prepared by INMD shall be subject to the review, amendment,
approval and disapproval of the Joint Practice Management Board.
12.2.2 CAPITAL IMPROVEMENTS AND EXPANSION. Except as otherwise
provided herein, any renovation and expansion plans, and capital
equipment expenditures with respect to FCI shall be reviewed and
approved by the Joint Practice Management Board and shall be based upon
the best interests of FCI, and shall take into account capital
priorities, economic feasibility, physician support, productivity and
then current market and regulatory conditions.
12.2.3 ADVERTISING BUDGET. All annual advertising and other
marketing budgets prepared by INMD shall be subject to the review,
amendment, approval and disapproval of the Joint Practice Management
Board.
12.2.4 PATIENT FEES. The Joint Practice Management Board shall
review and approve the fee schedule for all physician and ancillary
services rendered by FCI.
12.2.5 ANCILLARY SERVICES. The Joint Practice Management Board
shall approve ancillary services rendered by FCI.
12.2.6 PROVIDER AND PAYER RELATIONSHIPS. Decisions regarding
the establishment or maintenance of relationship with institutional
health care providers and payers shall be made by the Joint Practice
Management Board in consultation with FCI; provided, however, that
unanimous consent of FCI designated members of the Joint Practice
Management Board shall be necessary to discontinue any existing FCI
institutional relationship.
12.2.7 STRATEGIC PLANNING. The Joint Practice Management Board
shall develop long-term strategic plans, from time to time.
12.2.8 PHYSICIAN HIRING. The Joint Practice Management Board
shall determine, except as otherwise provided for herein, the number
and type of physicians required for the efficient operation of FCI. The
approval of the Joint Practice Management Board shall be required for
any modifications to the restrictive covenants contained in any
physician agreement.
12.2.9 PROVIDER CONTRACTS. The Joint Practice Management Board
shall approve, disapprove, or amend all managed care, PPO, HMO,
Medicare risk and other provider contracts negotiated by INMD.
12.2.10 EXECUTIVE DIRECTOR. The selection and retention of the
Executive Director pursuant to Section 3.3.1 by INMD shall be subject
to the reasonable approval of the Joint Practice Management Board. If
FCI is dissatisfied with the services provided by the Executive
Director, FCI shall consult with INMD who shall, in good faith,
determine whether the performance of the Executive Director could be
brought to acceptable levels through counsel and assistance, or whether
the Executive Director should be terminated. FCI acknowledges that the
removal of an Executive Director is likely to involve financial and
other commitments on the part of INMD that were undertaken after that
individual's approval by FCI. Therefore, the decision to remove an
Executive Director shall rest with INMD."
2. 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 the
date first above written.
INTEGRAMED AMERICA, INC.
By:/s/ Xxxxxx X. Xxxx
--------------------
Xxxxxx X. Xxxx, Vice President & Chief Financial Oficer
FERTILITY CENTERS OF ILLINOIS, S.C.
By:/s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, M.D., President
