Exhibit 10.17


 


THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


 


This THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this
1st day of March, 2009 (the “Amendment Effective Date”) with reference
to that certain Employment Agreement (the “Agreement”) dated May 17,
2007, by and between Oncure Medical Corp. (the “Corporation”) and David
S. Chernow (the “Employee”).


 


RECITALS


 


A.            The Employee serves as President and Chief Executive
Officer of the Corporation.


 


B.            Section 7.1 of the Agreement provides that the
Corporation shall pay the Employee an annual base salary of $500,000, which
thereafter shall be reviewed by the Board or the Compensation Committee at the
end of each fiscal year.


 


C.            Section 4.3 of the Agreement provides that in the
event specified items occur, including, but not limited to, a decrease in the
Employee’s base salary by the Corporation, such events shall constitute a
constructive termination and the Employee may elect to deem his employment
terminated by the Corporation without Cause.


 


D.            The Employee and the Corporation desire to amend the
Agreement as set forth herein to provide for a temporary reduction in the
Employee’s base salary along with a waiver by the Employee of any claim against
the Corporation related to constructive termination under the Agreement with
respect to the temporary reduction in the Employee’s base salary.


 


E.             Terms not defined in this Amendment shall have the
meanings ascribed to them in the Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and of the respective covenants and undertakings
hereunder and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, intending to be legally bound, the
parties hereto do hereby agree as follows:


 


1.             Amendment. The Agreement shall be amended as
follows:


 


Section 7.1            “Salary”, is amended by
adding the following new sentences:


 


“Notwithstanding the
foregoing, from the Amendment Effective Date through December 31, 2009 the
Corporation shall pay the Employee an annual base salary of $457,213 (the “Temporary
Reduction”). Effective January 1, 2010, the Corporation shall pay the
Employee an annual base salary equal to the annual base salary in effect
immediately prior to the Amendment Effective Date. The Compensation Committee
shall review the Corporation’s performance on a quarterly basis during 2009 and
reinstate the base salary in effect immediately prior to the Amendment
Effective Date, if appropriate.”


 

















 


Section 4.6            “Termination by the Corporation Without
Cause”, is amended by adding new subsections (e) and
(f):


 


“(e)         The Employee hereby consents to the Temporary Reduction in
base salary and fully releases the Corporation from any claim of constructive
discharge and/or termination without Cause under the Agreement based upon the
temporary reduction in base salary.


 


(f)            In the event the Employee is terminated without Cause on
or after the Amendment Effective Date through December 31, 2009, the
severance pay due to the Employee under this Section 4.6 shall be based
upon the Employee’s annual base salary immediately in effect prior to the
Amendment Effective Date.”


 


2.             General Provisions.


 


2.1.          Reference to and Effect on the Agreement. This
Amendment modifies the Agreement to the extent set forth herein, is hereby
incorporated by reference into the Agreement and made a part thereof. Except as
specifically amended by this Amendment or prior amendments, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed. The
execution, delivery and performance of this Amendment shall not constitute a
waiver of any provision of, or operate as a waiver of any right, power or
remedy of the parties to the Agreement.


 


2.2.          Governing Law. This Amendment and any dispute,
disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided
therein or performance shall be governed or interpreted according to the
internal laws of the State of California without regard to choice of law
considerations.


 


2.3.          Captions. The captions or headings in this Amendment
are made for convenience and general reference only and shall not be construed
to describe, define or limit the scope or intent of the provisions of this
Amendment.


 


2.4.          Severability. The provisions of this Amendment shall
be deemed severable and if any portion shall be held invalid, illegal or
unenforceable for any reason, the remainder of this Amendment shall be
effective and binding upon the parties.


 


2.5.          Counterparts. This Amendment may be executed in one
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart. Delivery of a
copy of this Amendment bearing an original signature by facsimile transmission
or by electronic mail in “portable document format” shall have the same effect
as physical delivery of the paper document bearing the original signature.


 


2.6.          Parties in Interest. Nothing expressed or implied in
this Amendment is intended or shall be construed to confer upon or give to any
Person other than the parties hereto any rights or remedies under or by reason
of this Amendment or any transaction contemplated hereby.


 


2

















 


2.7.       No Prejudice.  This
Amendment has been jointly prepared by the parties hereto and the terms hereof
shall not be construed in favor of or against any party on account of its
participation in such preparation.


 


IN
WITNESS WHEREOF, the parties hereby execute this Amendment as of the Effective
Date.


 


	
   

  	
  ONCURE MEDICAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Russell D. Phillips, Jr.

  
	
   

  	
  Name:

  	
  Russell D. Phillips, Jr.

  
	
   

  	
  Title:

  	
  Executive Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David S. Chernow

  
	
   

  	
  Name:

  	
  David S. Chernow

  



 


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