INTEGRAMED AMERICA, INC.
2000 LONG-TERM COMPENSATION PLAN
The purpose of the IntegraMed America, Inc. 2000 Long-Term Compensation Plan (the "Plan") is to provide
designated employees of IntegraMed America Inc.(the "Company") and its subsidiaries, members of the Board
of Directors, agents of , consultants to , independent contractors of and key advisors to the Company with the
opportunity to receive grants of incentive stock options, non-qualified stock options and restricted stock. The
Company believes that the Plan will encourage the participants to contribute materially to the growth of the
Company, thereby benefiting the Company's shareholders, and will align the economic interests of the participants
with those of the shareholders.
1.1 Committee. The Plan shall be administered and interpreted by the Compensation Committee of the Board of
1.2 Committee Authority. The Committee shall have the sole authority to
(i) determine the individuals to whom grants shall be made under the Plan, (ii) determine the type, size and terms
of the grants to be made to each such individual, (iii) determine the time when the grants will be made and the
duration of any applicable restriction period, and (iv) deal with any other matters arising under the Plan.
1.3 Committee Determinations. The Committee shall have full power and authority to administer and interpret the
Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments
for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole
discretion. The Committee's interpretations of the Plan and all determinations made by the Committee pursuant to
the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or
in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best
interest of the Company, not as a f