CONSULTING AGREEMENT
AGREEMENT
("Agreement") made this 24th day of December 2008 by and
between Gerardo Canet, residing at 37 Christopher Road, Bedford
Corners, New
York 10549 ("Consultant") and IntegraMed America, Inc., a Delaware
Corporation
with its principal place of business at Two Manhattanville Road,
Purchase, N.Y.
10577 (the "Company"). Consultant and the Company are individually
referred to
herein as a "Party" and jointly as "Parties."
RECITALS:
Consultant retired
from the Company effective December 31, 2005 and has
served as a consultant to the Company for the years 2006-2008;
and
Company desires to
continue retention of Consultant's services and
utilize Consultant's experience, skills, and relationships for the
period
January 1, 2009 through December 31, 2009 (the "Term"), and
Consultant desires
to accept such engagement upon the terms and conditions hereinafter
set forth.
NOW THEREFORE, in
consideration of the terms and the mutual covenants
of this Agreement, the parties agree as follows:
1. Services To Be
Performed. The Company hereby retains Consultant and
Consultant hereby accepts retention, to assist the Company with
strategy,
business development and planning, and such other areas as may be
determined. In
connection therewith, Consultant agrees to be available to Company
management
two (2) days per month during the Term, as defined herein, of this
Agreement,
2. Extent and
Place of Services. The services to be performed by the
Consultant under and pursuant to this Agreement will be performed
by the
Consultant in Purchase, New York or from the Consultant's home.
Consultant will
report to, and work under the direction of IntegraMed's President,
or his
designee. The Consultant shall perform all services in such manner
as shall be
consistent with the practices and policies of the Company, and all
applicable
requirements of law, and such services shall be performed in a
timely manner
3. Compensation
and Personal Benefits
3.1 In consideration of Consultant being available for
consulting services two (2) days per month, Consultant will be
paid Thirty-Six Thousand ($36,000.00) Dollars annually in
twelve
monthly installments of Three Thousand ($3,000.00) Dollars on
or
about the first business day each month.
3.2 Payment on Early Termination.
(a) If this Agreement is terminated because of the death or
permanent disability of Consultant, the remaining payments due
Consultant
through the Term shall be paid to Consultant or Consultant's
estate, whichever
is applicable, within 60 days of written notification to Company of
Consultant's
death or permanent disability.
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(b) If this Agreement is terminated because of a
conflict-of-interest as described herein under Other Employment,
Consultant's
Fee shall be paid to the date of a written notice from the Company
to the
Consultant notifying Consultant of termination due to a
conflict-of-interest.
(c) If this Agreement is terminated by the Company because
of the Consultant's discharge for Cause pursuant to the provisions
of Section 8,
Consultant's Fee hereunder shall be paid only to the date of
discharge for
Cause. Upon termination for Cause, the Company shall retain
whatever rights, if
any, it may have against Consultant under this Agreement or
otherwise.
(d) If this Agreement is terminated by the Company
without
cause, Consultant's Fee hereunder shall be paid through the
expiration date of
this Agreement.
4. Other Employment.
4.1 During the term of this Agreement and for a period of
one (1) year thereafter, Consultant agrees not to be employed by or
serve as a
consultant to, officer or director of any person or business or
have an
ownership interest in a business that engages in business or
management services
competitive to services provided by the Company.
4.2 Consultant agrees to disclose to the Company's President
or his designee any other employment by the Consultant, whether as
an employee,
Consultant, director or other agent of any other person, firm or
corporation for
the purpose of determining whether or not there is, or may be,
a
conflict-of-interest with Consultant's engagement by the Company.
If the
Company, in its sole discretion, determines there is a
conflict-of-interest,
then the Company may void this Agreement without liability to
Consultant for any
claims or damages.
5. Expenses. The
Company shall pay or reimburse Consultant for all
reasonable travel and other expenses that have been approved prior
to the
expense being incurred by Consultant in connection with the
performance of
Consultant's duties under this Agreement provided that Consultant
shall comply
with all applicable Company policies relating to reimbursement for
travel, cell
phone and other expenses.
6.
Confidentiality. Both during the term of Consultant's retention
hereunder and at all times thereafter, Consultant shall not,
without the prior
written consent of the Company, divulge to any third party or use
for
Consultant's own benefit or the benefit of any third party, or for
any purpose
other than the exclusive benefit of the Company, any information
whatsoever
about the consulting services including, but not limited to, any
confidential or
proprietary business or technical in
