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The Board of Directors of IntegraMed America, Inc. (the "Company") has developed the corporate governance practices reflected in these Guidelines in furtherance
of the Board's responsibilities. Some of the roles and practices described in these Guidelines are described in greater detail in the Company's By-laws and
charters of Board committees- Audit, Compensation, and Governance and Nominating Committees.
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Director Qualification Standards
The Governance and Nominating Committee of the Board is responsible for determining what qualifications individuals should possess who should be considered
for nomination or appointment to the Board. In evaluating the suitability of prospective directors, the Committee takes into account many factors, including the
independence requirements of The Nasdaq Stock Market and the Securities and Exchange Commission regulations; individual's understanding of finance and
other disciplines relevant to the success of a publicly-held company; individual's understanding of the Company's business and technologies; and the individual's
professional experience. The Committee evaluates each prospective director in the context of the Board as a whole, with the objective of recommending directors
that as a group can best promote the success of the Company, represent the stockholder interests and fulfill the Board's legal and fiduciary responsibilities
through the exercise of sound judgment, using its diversity of experience. In determining whether to recommend a director for re-election, the Governance and
Nominating Committee also considers the director's past attendance at meetings and participation in and contributions to the Board and its Committees.
It is the policy of the Company that the Board consist of a majority of independent directors.
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Service on Other Boards
The Board does not believe that directors should be prohibited from serving on boards of other companies or organizations. The Governance and Nominating
Committee and the Board take into account the nature of and time involved in a director's service on other boards or with other companies or organizations in
evaluating the suitability of that individual to serve on the Company's Board or Board Committees.
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Term Limits
The Board does not believe that directors should be limited to a specific number of terms for which they may serve as a director. Directors who have served on
the Board for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experience with and
understanding of the Company's history, business, products, practices, organization and strategies. The Board believes that, as an alternative to term limits, it
can ensure that the Board continues to evolve and adopt new viewpoints through the Board evaluation and director nomination processes, as described in these
Guidelines.
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Board and Committee Meetings
The Board may nominate for election to the Board any candidate who has not reached his or her 72nd birthday on or before the date when the
annual meeting of stockholders will be held to elect such person to the Board.
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Board and Committee Meetings
The Chairman of the Board of Directors, taking into account suggestions from other members of the Board and the Company's Chief Executive Officer,
establishes the agenda for each Board meeting; the chairperson of each Board Committee, taking into account suggestions from other members of the
applicable committee, establishes the agenda for each of that Committee's meetings. All information considered relevant and useful to a director's
understanding of matters to be discussed at a Board or Committee meeting is distributed in advance of that meeting, except in the case of meetings
necessarily held on short notice or involving extremely confidential matters. The Board expects each director to review this information prior to attendance
at the meeting. Minutes of all Board and Committee meetings shall be taken by the Corporate Secretary and filed as part of the Company's records.
Each Committee is responsible for conducting an annual performance evaluation.
Each director is expected to attend both scheduled and special Board and Committee meetings, except if circumstances make attendance impractical.
Each director is expected to attend the annual meeting of shareholders, except if circumstances make attendance impractical.
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Executive Sessions of Independent Directors
The independent directors of the Company meet regularly in executive session, i.e., with no non-independent directors or Company management present.
The Chairperson of the Governance and Nominating Committee will chair such executive sessions of independent directors,
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Director Orientation and Education
Director Reference Manual
Each new director will receive a director reference manual that will contain, among other things, names and contact information for all directors and
senior management, company incorporation information and committee charters. This manual will be updated by the Corporate Secretary periodically
for all directors.
Meetings for New Directors
Each new director will meet one-on-one with the, Chairman of the Board, President & CEO, Executive Vice President & CFO, and the General Counsel &
Corporate Secretary. Each management team member will send appropriate background and orientation information to the new director prior to his or
her scheduled one-on-one meeting.
Director Education
Whenever possible, Board meetings are preceded by informal tours and/or presentations on the Company's services in order to maintain directors'
understanding of the Company's business. Directors may, on their own initiative and at the Company's expense, based on approval of the Chairman
of the Board and the CEO, attend continuing education programs relating to director's legal and fiduciary responsibilities and evolving best practices.
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Management Succession
The Chief Executive Officer is responsible for developing a succession plan for the Company's Chief Executive Officer, including a plan for interim succession
in the event of an unexpected occurrence. The Board is responsible for reviewing that succession plan for the Chief Executive Officer, as well as reviewing
succession plans for the Company's other senior officers.
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Board Performance Evaluation
The Chairman of the Board with the assistance of the Governance and Nominating Committee of the Board is responsible for developing and implementing
a regular evaluation by the Board of its performance. These evaluations will generally include an assessment of the Board's compliance with the principles
and practices set forth in these Guidelines, as well as identification of areas in which the Board could improve its performance.
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Review of Corporate Governance Guidelines
The Governance and Nominating Committee of the Board is responsible for reviewing these Guidelines at least annually and recommending to the Board
any changes to these Guidelines deemed appropriate by the Committee.
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Access to Management
Directors have access to the Company's management, and are encouraged to meet informally with members of management. As is noted in certain
Committee charters, certain members of management are expected to attend Committee meetings, and any director may request that any other member
of management or employee attend Board or Committee meetings. Certain members of management meet regularly in executive session with the
Board or Board Committees.
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Access to Independent Advisors
The Board and each Committee has the authority to retain and terminate, at the Company's expense, legal counsel, accountants or other consultants
or advisors, as the Board or a Committee determines necessary to carry out its duties.
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The Board currently has three standing Committees: The Audit Committee, the Compensation Committee, and the Governance and Nominating
Committee. Each Committee operates and performs duties and responsibilities as specified by the Board in the Committee's charter and otherwise
in accordance with the Company's Bylaws. The Board annually appoints the members and chairperson of each Committee, based on recommendations
made to the Board by the Governance and Nominating Committee, the qualifications to serve on and the primary responsibilities of each Committee are
described below.
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Audit Committee
The Audit Committee is comprised solely of directors who are "independent" and otherwise meet the requirements to serve on the Audit Committee
under the rules of The Nasdaq Stock Market and applicable law. This Committee's primary purpose is to oversee the Company's accounting and financial
reporting processes and the audits of the Company's financial statements.
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Compensation Committee
The Compensation Committee is comprised solely of directors who are "independent" under the rules of The NASDAQ Stock Market and applicable law,
"non-employee directors" under Rule 16b-3 of the Securities Exchange Act of 1934, and "outside directors" under Section 162(m) of the Internal Revenue
Code. This Committee's primary responsibilities are to (a) consider and approve all compensation to be paid to and compensatory arrangements with the
Company's officers, and (b) administer the Company's 2000 Long-Term Incentive Stock Option Plan, and Executive Incentive Compensation Plan.
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Governance and Nominating Committee
The Governance and Nominating Committee is comprised solely of directors who are "independent" under rules of The NASDAQ Stock Market and applicable
law. This Committee's primary responsibilities are to (a) make recommendations to the Board of Directors regarding compensation of the Board and
Committees of the Board, (b) identify individuals qualified to become Board members, and recommend to the Board qualified individuals to be nominated
for election or appointment to the Board, (c) in conjunction with the Chairman of the Board, recommend process for regular evaluations by the Board of its
performance, and (d) develop corporate governance guidelines applicable to the Company.
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Compensation Principles
The Governance and Nominating Committee of the Board is responsible for reviewing and recommending to the Board of Directors the compensation to be
paid to the directors who are not Company officers. That Committee's and the Board's general philosophy is that director compensation should be critically
evaluated and approved only to the extend that it (a) is customary with the Company's industry and community, (b) is necessary to attract and retain directors
with the experience and skills necessary to serve the Board's purposes and promote the Company's success, (c) promotes stockholder returns by providing
an appropriate link between compensation and stockholder returns, and (d) avoids any questions about the independence of the directors. Consistent with
these objectives, the Committee and the Board have maintained non-employee director compensation arrangements that consist of an annual share-based
compensation grant; annual cash retainers; additional cash retainers for directors chairing Board Committees; Board and Committee meeting fees.
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Annual Compensation Review
The Governance and Nominating Committee of the Board reviews on an annual basis compensation paid to the directors who are not Company officers.
That review includes a comparison with compensation practices at other comparable public companies. As appropriate, the Committee should engage an
independent compensation consultant to assist with this annual review. All director compensation must be approved by the Board based on a recommendation
by the Governance and Nominating Committee.
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Director Stock Ownership Guideline
The Board believes that, in order to align the interests of directors and stockholders, directors should hold a meaningful amount of stock in the Company.
The Board therefore has established a guideline under which each director should own shares of the Company's common stock equivalent to five times
the annual cash retainer fee paid to that director. Current directors have five years (until the Annual Meeting of Stockholders in 2011) to meet this guideline;
new directors will have five years following their initial appointment or election to the Board to meet the guideline. Once this guideline is met it will not be
failed solely due to a change in the stock market price.
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CEO and CFO stock ownership Guideline
The Board believes that, in order to align the interests of certain key senior management and the stockholders, the Company's Chief Executive Officer and
Chief Financial Officer should hold meaningful amounts of stock in the Company. The Board therefore has established a guideline under which the Chief
Executive Officer should own shares of the Company's common stock equivalent to 2 times annual base compensation and the Chief Financial Officer
should own shares of the Company's stock equivalent to 1.5 times annual base compensation. The incumbent Chief Executive Officer and Chief
Financial Officer as of the date of this amendment shall have five years (until September 31, 2014) to meet this guideline. Any newly appointed Chief
Executive Officer or Chief Financial Officer shall have five years following commencement of employment to meet the guideline. Once guideline is met it
will not be failed solely due to a change in the market price of the Company's common stock.
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