RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of [ ], 2008, is between IntegraMed America, Inc., a Delaware
corporation (the "Company"), and [name], an individual resident of the State of [State] ("Employee"). This
Agreement sets forth the terms and conditions of this restricted stock unit award granted under the Company's
2007 Long-Term Compensation Plan (the "Plan"). Capitalized terms that are not defined in this Agreement shall
have the meaning ascribed to such terms in the Plan.
A. The Company wishes to grant to Employee, effective as of the date of this Agreement, an award of Restricted
Stock Units. Each Restricted Stock Unit represents the right to receive a share of the Company's common stock,
par value $.01 per share (the "Common Stock"), on the terms and subject to the conditions set forth in this
Agreement and the Plan.
B. Employee desires to accept such grant.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto
hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms have the meanings set forth below:
"Award" has the meaning ascribed to such term in Section 2 hereof.
"Board" means the Board of Directors of the Company.
"Change in Control" of the Company means one or more changes in the aggregate composition of the Company's
Board as a result of which individuals, who, as of the date hereof, constitute the Company's Board (the
"Incumbent Board"), subsequently cease for any reason to constitute at least a majority of the Company's Board;
provided, however, that any individual becoming a director of the Company subsequent to the date hereof,
whose election, or nomination for election by the Company's stockholders, shall have been approved by a vote
of at least a majority of the directors then constituting the Incumbent Board shall be considered as though such
individual is a member of the Incumbent Board, but excluding, as a member of the Incumbent B