**EXHIBIT 10.5**

**US ONCOLOGY HOLDINGS, INC.**

**UNIT AWARD AGREEMENT**

**UNDER THE 2008 LONG-TERM CASH INCENTIVE PLAN**

This Unit Award Agreement (this “***Agreement***”) is made as of                                ,20         (the “***Grant Date***”), between US Oncology Holdings, Inc., a Delaware corporation (the “***Company***”), and                                 (the “***Participant***”).

**WHEREAS**, the Company has adopted the 2008 Long-Term Cash Incentive Plan (the “***Plan***”), theterms and provisions of which are incorporated herein by reference and made a part hereof and a copy of which has been provided to the Participant; 

**WHEREAS**, the Company or an Affiliate thereof employs the Participant and the Participant provides valuable services to the Company or its Affiliate; 

**WHEREAS**, in order to provide an incentive to the Participant in respect of his employment with the Company or an Affiliate, theCommittee has approved and authorized the award of Units to the Participant, subject to the terms of the Plan and this Agreement; and 

**WHEREAS**, all capitalized terms used but not defined herein shall have the meanings set forth in the Plan. 

**NOW, THEREFORE**, in consideration of the services rendered and to be rendered by the Participant, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theCompany and the Participant agree to the terms and conditions set forth herein. 

1. **Award of Units.** The Companyhereby awards to the Participant, effective as of the Grant Date,                                 Units. 

2. **Transferability.**The Units awarded in this Agreement are not transferable and may not be sold, assigned, transferred, pledged,or otherwise disposed of under any circumstances, except to a Beneficiary designated under the Plan or by will. The Units shall not be subject to execution, attachment or similar process. Upon any attempt to sell, assign, transfer, pledge, orotherwise dispose of Units or any rights under this Agreement contrary to the provisions of the Plan or this Agreement, or upon the levy of any attachment or similar process upon the Units or such rights, the Units and such rights shall immediatelybecome null and void. 

3. **Forfeiture of Units.**As provided in the Plan, the Units awarded pursuant to this Agreementshall immediately be forfeited to the Company and cease to be outstanding upon the Participant’s Separation From Service for any reason other than death or Disability. Upon the Participant’s Separation From Service due to theParticipant’s death or Disability, fifty percent (50%) of the Units awarded pursuant to this Agreement shall immediately be forfeited to the Company and cease to be outstanding, and the remaining fifty percent (50%) of the Unitsawarded pursuant to this Agreement shall be vested and the Participant shall remain entitled to the benefits of this Agreement in respect of such vested Units. 

 

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4. **Plan Governing.**The Participant hereby acknowledges receipt of a copy of thePlan and accepts and agrees to be bound by all of the terms and conditions of the Plan as if set out verbatim in this Agreement. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shallcontrol. 

5. **Miscellaneous.** This Agreement may be amended only by written agreement of the Participant and theCompany and may be amended without the consent of any other person. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, representatives, heirs, descendants,distributees and permitted assigns. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Grant Date. 

 

**US ONCOLOGY HOLDINGS, INC.**

By:
  
Name:
  
Title:
   
**PARTICIPANT:**

 

 
 
Name:
  
 

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