EXECUTIVE RETENTION AGREEMENT
EXECUTIVE RETENTION AGREEMENT, dated this 24th day of February, 1997, between INTEGRAMED
AMERICA, INC., a Delaware corporation, having its principal office at One Manhattanville Road, Purchase,
New York 10577-2100 (the "Company"), and GLENN G. WATKINS, an individual residing at 13274 113th
Ave. N., Largo, Florida 33774 (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is a key executive of the Company and an integral part of its management; and
WHEREAS, the Company recognizes that the possibility of a change in control of the Company may result in the
departure or distraction of management to the detriment of the Company and its stockholders; and
WHEREAS, in order to retain the Executive and to minimize any such potential distraction, the Company wishes
to assure the Executive of fair severance as provided herein should the Executive's employment terminate in
specified circumstances following a change in control of the Company.
NOW, THEREFORE, in consideration of the Executive's continued employment with the Company, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Definitions. The following terms as used in this Agreement shall have the following meanings:
"Base Salary" shall mean the Executive's annual base salary, exclusive of any bonus or other benefits which the
Executive may receive, at the rate in effect either immediately prior to the Termination Date or the date of the
Change in Control, whichever is higher.
"Bonus" shall mean the most recent annual cash bonus, if any, paid by the Company to the Executive either prior
to the Termination Date or the date of the Change in Control, whichever is higher.
"Change in Control" shall mean:
(a) one or more changes in the aggregate composition of the Company's Board of Directors as a result of which
individuals, who, as of the date hereof, constitute the Company's Board of Directors (