Exhibit 10.24


 





 


Amended


OnCure Holdings, Inc.


2009 Executive Incentive Plan *


 


A.            Purpose


 


The
purpose of the Amended Executive Incentive Plan (“Plan”) is to reward executive
officers of OnCure Holdings, Inc. (“Company”) and senior managers of the
Company’s wholly-owned subsidiary, Oncure Medical Corp. which are party to an
employment agreement with Oncure Medical Corp. and/or listed in the table in Section F.
below (individually a, “Participant” and collectively, the “Participants”) for
enhancing the value of the Company by rewarding the Participant for actions
taken to achieve the Company’s EBITDA targets.


 


B.                                     Eligible
Participants


 


The
eligible Participants of the Plan are the Company’s executive officers as well
as the senior managers of Oncure Medical Corp. party to an employment agreement
with Oncure Medical Corp. and/or listed in the table in Section F.
below.  The Compensation Committee of the
Company’s Board of Directors (“Compensation Committee”) has sole discretion of
defining the eligible Participants and retains the right to modify the Plan.


 


Under
the Plan, a Participant is eligible to receive the annual bonus payment earned
for the full year of 2009 provided that the Participant is employed by the
Company for the entirety of 2009. In addition, a Participant must be an
employee of the Company on the date that annual bonus payments are declared by
the Compensation Committee pursuant to Section E below in order to be
eligible to receive a bonus payment under the Plan.


 


A
Participant who commences employment with the Company subsequent to January 1,
2009 will be eligible for a pro-rated portion of the Target Bonus as long as
the Participant is employed by the Company on or before October 1, 2009
and is employed by the Company continuously through the date that annual bonus
payments are declared by the Compensation Committee.


 


C.            Term of the Plan


 


The
Plan is effective as of January 1, 2009 and governs annual bonus payments
to Participant’s related to the 2009 calendar year EBITDA.


 


D.            Target Bonus


 


The
Target Bonus is the product of a Participant’s base salary (the higher of base
salary stated in a Participant’s employment agreement; actual gross base salary
paid in 2009; or base annual salary in effect on February 28, 2009)
multiplied by a percentage (subject to adjustment provided for below in Section F)
of the Participant’s base salary as agreed to by the Compensation Committee or
established in an employment agreement or written offer letter with a
Participant.


 






* As Amended by the
Compensation Committee on March 27, 2009.


 

















 


E.             Payment Schedule


 


The
Company will calculate the annual bonus based on full-year 2009 results.  The payment of the annual bonus will be made
within thirty (30) days of the following: 
(1) the completion of the annual audit of the Company’s financial
statements by its independent auditors; and (2) declaration of bonuses by
the Compensation Committee.   In the
event of a Change of Control (as defined in the Company’s Equity Incentive Plan
adopted August 18, 2006), pro rata interim bonuses will be paid to the
Participants employed by the Company on the date of the Change of Control if
the entity purchasing a controlling interest in the Company does not assume the
obligations under this Plan.  Any pro
rata interim bonuses paid in connection with a Change in Control will be based
upon the Company’s unaudited financial results compared to plan for the most
recent month-end prior to the Change of Control   and declared by the Compensation Committee
and remitted to the Participants within forty-five (45) days of the Change of
Control.  Any annual bonus paid under
this Plan shall be reduced by any interim bonus previously paid.  If the entity purchasing a controlling
interest in the Company assumes the obligations under this Plan in connection
with such Change of Control, the Participants shall not be entitled to the
payment of any pro rata interim bonus.


 


Other
Terms and Conditions


 


1.                                       The
Compensation Committee of the Company’s Board of Directors governs the
Plan.  If any disagreements arise
regarding the interpretation of the provisions of the Plan, the Compensation
Committee has the sole discretion to interpret the Plan’s provisions.


 


2.                                       The
Compensation Committee has the right to grant discretionary payments under the
Plan at its sole discretion.  The
Compensation Committee acknowledges that each of the Participants and the other
members of the Company’s management team holding a position of a Vice President
agreed to a ten percent (10%) temporary reduction in base salary effective March 1,
2009.  In the event the Company’s
financial results for 2009 comply with or exceed the requirements contained
within the Company’s senior and subordinated credit facilities, the
Compensation Committee agrees that the amount of base salary foregone by each
Participant and Vice President shall be paid to each person in a lump sum
within ten (10) days of confirmation that the Company complied with the
financial covenants contained in the credit facilities (or such earlier time as
determined in the discretion of the Compensation Committee) contingent upon the
respective Participant or Vice President being employed by the Company on December 31,
2009.


 


3.                                       The Plan sets
forth the entire Executive Incentive Plan for the 2009 calendar year and
supersedes all prior and contemporaneous oral and written agreements (other
than written employment agreements or commitments in written offer letters),
understandings, and representations, if any, with respect to the components of
Participant bonus and/or the calculation and payment of Participant bonus.


 


F.                                      Methodology for
Calculation


 


As
illustrated below, for every 1% variance of the actual fiscal year EBITDA
either above or below the $43 million target (excluding (i) costs agreed to by
the Administrative Agent for the Company’s lenders as an exclusion from EBITDA,
(ii) any unbudgeted costs approved by the Compensation Committee or the
Board of Directors as an exclusion from EBITDA and (iii) any
overachievement earned as a result of this Compensation Plan), there will be a
variance in the amount of each Participant’s target bonus achievement paid,
subject to a minimum achievement of $41 million of EBITDA.  If the actual fiscal year 2009 EBITDA is
below $41 million, no corporate bonuses will be earned.  The percentage achievement above the target
EBITDA of $43 million will not be subject to a maximum cap.  A Participant will be awarded a percentage of
his or her target based on the following schedule:


 


2

















 


	
  Target

  Achievement

  Percentage

  	
   

  	
  EBITDA(1)

  	
   

  	
  Bonus

  Amount(2)

  	
   

  	
  Payment

  Percentage

  	
   

  
	
  Above 105%

  	
   

  	
   

  	
   

  	
  Payment percentages increase
  10% for each 1% above 105%

  	
   

  	
   

  	
   

  
	
  105%

  	
   

  	
  45,150

  	
   

  	
  1,720,298

  	
   

  	
  135

  	
  %

  
	
  104%

  	
   

  	
  44,720

  	
   

  	
  1,592,869

  	
   

  	
  125

  	
  %

  
	
  103%

  	
   

  	
  44,290

  	
   

  	
  1,465,439

  	
   

  	
  115

  	
  %

  
	
  102%

  	
   

  	
  43,860

  	
   

  	
  1,401,725

  	
   

  	
  110

  	
  %

  
	
  101%

  	
   

  	
  43,430

  	
   

  	
  1,338,010

  	
   

  	
  105

  	
  %

  
	
  100%

  	
   

  	
  43,000

  	
   

  	
  1,274,295

  	
   

  	
  100

  	
  %

  
	
  99%

  	
   

  	
  42,570

  	
   

  	
  1,210,580

  	
   

  	
  95

  	
  %

  
	
  98%

  	
   

  	
  42,140

  	
   

  	
  1,083,151

  	
   

  	
  85

  	
  %

  
	
  97%

  	
   

  	
  41,710

  	
   

  	
  955,721

  	
   

  	
  75

  	
  %

  
	
  96%

  	
   

  	
  41,280

  	
   

  	
  828,292

  	
   

  	
  65

  	
  %

  
	
  95%

  	
   

  	
  41,000

  	
   

  	
  700,862

  	
   

  	
  55

  	
  %

  



 


	
  Employee

  	
   

  	
  Percentage of 2009 Base Salary

  	
   

  	
  Target Bonus @ 100%(2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David Chernow

  	
   

  	
  100

  	
  %

  	
  $

  	
  508,014

  	
   

  
	
  Duane Choate

  	
   

  	
  65

  	
  %

  	
  $

  	
  224,263

  	
   

  
	
  Russell Phillips

  	
   

  	
  60

  	
  %

  	
  $

  	
  171,007

  	
   

  
	
  William Pegler

  	
   

  	
  50

  	
  %

  	
  $

  	
  115, 011

  	
   

  
	
  George Welton

  	
   

  	
  30

  	
  %

  	
  $

  	
  54,000

  	
   

  
	
  Ryan Armbruster

  	
   

  	
  30

  	
  %

  	
  $

  	
  49,500

  	
   

  
	
  Joe Stork

  	
   

  	
  50

  	
  %

  	
  $

  	
  100,000

  	
   

  
	
  Darrell Luzzo

  	
   

  	
  30

  	
  %

  	
  $

  	
  52,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,274,295

  	
   

  



 






(1)     Adjustments to the 2009 targets shown above will be
made for acquisitions made during the year in amounts agreed upon by the
Compensation Committee and Executive Management of the Company.  Adjustments to the 2009 targets shown above
will also be made for any capital expenditures that exceed the capital
expenditure budget for fiscal 2009 in amounts agreed upon by the Compensation
Committee and Executive Management.


 


(2)     Adjustments to the target bonus amount for each
individual will be made based upon the higher of base salary stated in
Employment Agreements; actual gross base salary paid in 2009; or base annual
salary in effect on February 28, 2009, excluding all other forms of
compensation paid (i.e., car allowances, moving expenses, option related
compensation or any other payments not related to 2009 base salary).


 


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