Exhibit
10.11


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of this 1st day of
March, 2008 (the -Effective Date”), is
by and between OnCURE Medical Corp., a Delaware Corporation (the “Corporation”) and Charles Joseph Stork (the
“Employee”).


 


RECITALS


 


A.            The Corporation owns,
manages and intends to acquire additional entities, which provide (1) radiation
therapy, medical oncology and related oncology services and (2) physician
practice management services for medical and radiation oncologists.


 


B.            The Corporation wishes to
retain the services of the Employee on the terms, and subject to the
conditions, hereinafter set forth.


 


C.            The Employee desires to
provide services to the Corporation on the terms, and subject to the conditions,
hereinafter set forth.


 


D.            This Agreement shall
supersede and replace any and all other agreements and arrangements between the
Employee and the Corporation regarding the terms and conditions of the Employee’s
employment with the Corporation and/or any of its Affiliates.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, the
parties agree as follows:


 


ARTICLE I

DEFINITIONS AND CONSTRUCTION


 


1.1              Definitions. For purposes of this Agreement, unless the
context otherwise requires, the following terms have the respective meanings
set out below.


 


a.                “Affiliate” shall mean with respect to any specified Person, any
Person, whether present or future, that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, such specified Person.


 


b.                “Agreement” shall have the meaning ascribed thereto in the
preamble of this Agreement.


 


 c.               “Board” shall mean the members of the board of directors of
Holdings.


 


d.                “Cause” shall have the meaning
ascribed thereto in Section 4.2.


 

















 


e.             “Change of
Control” shall mean and include each of the following: (a) except
in connection with a Qualified Offering, the acquisition, in one or more
simultaneous transactions or a series of related transactions, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) by
any Person or any group of Persons who constitute a group (within the meaning
of Section 13d-3 of the Exchange Act), other than (i) a trustee or
other fiduciary holding securities under an employee benefit plan of Holdings
or any Affiliate of Holdings or (ii) a Person or group in which the Equity
Investors control, directly or indirectly, 50% or more of the voting power
immediately following the transaction, of any securities of Holdings or the
Corporation such that, as a result of such acquisition, such Person or group
beneficially owns (within the meaning of Rule 13d-3 of the Exchange Act),
directly or indirectly, fifty percent ore more of the outstanding voting
securities of Holdings or the Corporation, as applicable; (b) a change in
the composition of the Board such that a majority of the members are not
Continuing Directors (except in the case of a capital raising financing
transaction by Holdings or the Corporation); and (c) the sale of all or
substantially all of the assets of Holdings’ or the Corporation’s to an entity
in which the Equity Investors do not control, directly or indirectly, 50% or
more of the voting power immediately following the transaction.


 


f.              “Common
Stock” means the Common Stock, $0.001 par value per share, of Holdings.


 


g.             “Compensation
Committee” shall mean the compensation committee of the Board.


 


h.             “Confidential
Information” shall mean non-public information concerning the
Corporation, including without limitation, financial data, statistical data,
strategic business plans, agreements or other material relating to the
business, services or activities of the Corporation and its Affiliates and
trade secrets, market reports, patient files, customer lists, practices,
processes, methods, information relating to government relations and other
similar information that is propriety information of the Corporation or its
Affiliates.


 


i.              “Continuing
Director” shall mean, as of any date of determination, any
member of the Board who (a) was a member of the Board on the Effective
Date, or (b) was nominated for election or elected to the Board with the
affirmative vote of at least two-thirds (2/3) of the Continuing Directors who
were members of the Board at the time of such nomination or election.


 


j.              The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.


 


k.             “Corporation”
shall have the meaning ascribed thereto in the preamble of this
Agreement.


 


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1.             “Disability” shall have the meaning ascribed thereto in Section 4.4.


 


m.            “Effective
Date” shall have the meaning ascribed thereto in the preamble of the
Agreement.


 


n.             “Employee” shall have the
meaning ascribed thereto in the preamble of this Agreement.


 


o.             “Equity
Investors” means Genstar Capital Partners IV, L.P. and the
other Persons making an equity investment in Holdings in connection with the
transaction contemplated by that certain Agreement and Plan of Merger, dated as
of July 5, 2006, by and among the Corporation, OnCURE Acquisition Sub, Inc.
and Holdings, pursuant to which OnCURE Acquisition Sub, Inc. was merged
with and into the Corporation and the Corporation became a wholly-owned
subsidiary of Holdings (the “Merger”).


 


P.            “Holdings” shall mean
OnCURE Holdings, Inc., a Delaware corporation.


 


q.             “Initial
Expiration Date” shall have the meaning ascribed thereto in Section 4.1.


 


r.             “Person” shall mean any
individual, corporation, limited or general partnership, joint venture,
association, joint stock company, limited liability company, trust,
unincorporated organization or any other entity, union, or association, or
government or any agency or political subdivision thereof.


 


s.             “Qualified
Offering” shall mean any offer for sale of equity securities
of the Corporation or Holdings pursuant to an effective registration statement
filed under the Securities Act of 1933, as amended.


 


t.              “Relocation
Date” shall mean the date the Employee permanently relocates to the Denver,
Colorado area which shall be on or before June 1, 2008. The Relocation
Date will be confirmed in writing by the Company and the Employee within ten (10) business
days of its occurrence.


 


u.             “Stock
Options” shall have the meaning ascribed thereto in Section 7.4.


 


v.             “Subsidiary”
shall mean with respect to any Person, any corporation, association or
other business entity of which securities representing 50% or more of the
combined voting power of the total voting stock (or in the case of an
association or other business entity which is not a corporation, 50% or more of
the equity interest) is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a
combination thereof.


 


w.            “Term” shall have the meaning ascribed thereto in Section 4.1.


 


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1.2          “Construction


 


a.             Captions. The captions of Articles, Sections and Subsections
of this Agreement are inserted for convenience only and shall not affect the
meaning or construction of the contents of this Agreement.


 


b.             Mandatory and Permissive Acts. As used in this Agreement,
the words “shall” and “will” refer to mandatory acts; the word “may” shall
refer to permissive acts.


 


c.             References. References in this Agreement to Articles,
Sections, and Subsections, unless specifically stated otherwise, are to the
Articles, Sections and Subsections of this Agreement.


 


d.             Miscellaneous Terms. The term “or” shall not be
exclusive. The terms “herein”, “hereof’, “hereto”, “hereunder” and other terms
similar to such terms shall refer to this Agreement as a whole and not merely
to the specific article, section paragraph, or clause where such terms may
appear. The term “including” shall mean “including but not limited to”.


 


ARTICLE II

EMPLOYMENT


 


The Corporation hereby employs the Employee and the
Employee hereby accepts employment with the Corporation, commencing as of the
Employment Commencement Date, for the Term, in the position and with the duties
and responsibilities set forth in Article III, and upon such other terms
and conditions set forth in this Agreement.


 


ARTICLE III

POSITION; DUTIES


 


3.1          Position
and Duties. The Employee shall serve as the Corporation’s Senior
Vice President and Chief Development Officer (“CDO”) subject to the control and
direction of the CEO and Board with duties and responsibilities that are
customary for such office(s), including, but not limited to, management and
oversight of the merger and acquisition and de novo site development functions.
The Employee shall have such other powers and duties as may be reasonably
agreed upon from time to time by the CEO and the Board.


 


3.2          Good Faith
Efforts. The Employee will use his good faith efforts to perform
his duties and discharge his responsibilities pursuant to this Agreement
competently, carefully and faithfully. In determining whether or not the
Employee has used his good faith efforts hereunder, the Corporation’s
delegation of authority to other employees and all surrounding circumstances
shall be taken into account and the Employee’s good faith efforts shall not be
judged solely on the Corporation’s earnings or other results of the Employee’s
performance.


 


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ARTICLE IV

TERM OF EMPLOYMENT; TERMINATION


 


4.1          Term. The Employee’s
employment under this Agreement shall commence on the Effective Date and shall
terminate on the one-year anniversary of the Effective Date (the “Initial Expiration Date”); provided, that
on the Initial Expiration Date and on the last day of any subsequent extension
to the term of this Agreement, the term of this Agreement automatically shall
be extended for an additional one (1) year term unless either party gives
written notice to the other not less than three (3) months prior to the
end of the then current term that it does not desire to extend the term of this
Agreement. Notwithstanding the foregoing, the Employee’s employment shall
terminate upon the termination of this Agreement for any reason. The “Term” of this Agreement means the period
from the Effective Date through the Initial Expiration Date, and includes any
renewal term, subject in each case to the earlier termination of this Agreement
for any reason.


 


4.2          Termination
by the Corporation. The Corporation may terminate this Agreement
at any time and for any reason or no reason at all. In the event of a
termination of this Agreement by the Corporation without Cause, subject to the
provisions of Section 4.7, the Corporation shall pay to the Employee the
severance pay set forth in Section 4.6. For purposes of this Agreement, “Cause” means any of the following: (a) the
Employee enters a plea of guilty or nolo
contendere to, or is convicted of, a felony or any other criminal
act involving moral turpitude, dishonesty, or theft; (b) the Employee has
committed gross negligence, willful misconduct or a breach of his fiduciary
duties in carrying out his duties hereunder; (c) the Employee materially
breaches this Agreement and fails to cure such breach (in the event that such
breach is capable of being cured) within 30 days following receipt of notice
from the Corporation setting forth in reasonable detail the nature of such
breach; (d) the Employee habitually uses drugs or alcohol and such use
constitutes an abuse thereof; (e) the Employee engages in willful
misconduct in the performance of his duties hereunder that (i) has a
material adverse effect on the Corporation or (ii) constitutes a material
violation of a policy adopted by the Board; (f) the Employee engages in
material dishonesty or fraud in the performance of his duties hereunder; or (g) the
Employee’s failure to permanently relocate to the Denver, Colorado area before June 1,
2008. Upon any termination of this Agreement by the Corporation for Cause, the
Employee shall have no right to compensation or bonus payments under Sections
7.1 or 7.2 or to participate in any employee benefit programs (other than
amounts previously earned but not yet paid and such programs as the Corporation
is, by law, required to allow his participation).


 


4.3          Constructive
Termination. In the event that (a) with or without a change
in his title or formal corporate action, there shall be a material diminution
in the nature or scope of the authorities, powers, functions, duties or
responsibilities of the Employee set forth in Article III of this
Agreement; (b) the Employee is not appointed to, or is removed from, the
offices or positions provided for in Section 3.1 of this Agreement; (c) the
Employee’s annual base salary is decreased by the Corporation; (d) at any
time following the Employee’s initial permanent relocation to the Denver,
Colorado area at the request of the Corporation, the Corporation changes its
headquarters greater than 30 miles from


 


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its
then existing location without the Employee’s consent; (e) the Corporation
fails to pay the Employee’s compensation or provide the Employee benefits when
due; (f) the Corporation materially breaches this Agreement or the performance
of its duties and obligations hereunder (including any failure to adopt an
annual bonus plan in accordance with the provisions of Section 7.2), the
Employee, by written notice delivered to the Corporation within 30 days of the
event or occurrence constituting a constructive termination hereunder, may
elect to deem his employment hereunder to have been terminated by the
Corporation without Cause, provided that
the Corporation shall have the right to cure any such constructive termination
within 30 days of its receipt of such notice.


 


4.4          Death or
Disability. Except for the Corporation’s obligations contained
in this Section 4.4, this Agreement and the obligations of the Corporation
hereunder will terminate upon the Employee’s death or Disability. For purposes
of this Agreement, “Disability” shall
mean that for a period of (6) six months in any twelve (12) month period,
the Employee is incapable of substantially fulfilling his employment
responsibilities and duties because of physical, mental or psychological
incapacity resulting from injury, sickness or disease. Upon termination of this
Agreement by reason of the Employee’s death or Disability if such death or
Disability occurs on or before the first anniversary date of the Relocation
Date, subject to the provisions of Section 4.7, the Corporation will pay
in a lump sum payment to the Employee or his legal representative, as the case
may be, an amount equal to three (3) months of the Employee’s annual base
salary as in effect immediately prior to the date of the Employee’s death or
Disability.


 


4.5          Termination
by the Employee. The Employee may terminate this Agreement and
his employment with the Corporation at any time for any reason or no reason at
all by giving the Corporation at least thirty (30) days’ prior written notice.
The Corporation may relieve the Employee of any or all of his duties and
responsibilities at any time following the giving of any such notice and such
action will in no event constitute a constructive termination under Section 4.3
or termination by the Employee without Cause (provided,
that the Employee shall be entitled to continue to be compensated in
accordance with this Agreement through the date of termination). Upon any
termination of this Agreement by the Employee pursuant to this Section 4.5,
the Employee shall have no right to compensation or bonus payments under
Sections 7.1 or 7.2 or to participate in any employee benefit programs (other
than amounts previously earned but not yet paid and such programs as the
Corporation is, by law, required to allow his participation).


 


4.6          Termination
by the Corporation Without Cause.


 


(a)           In
the event of a termination of this Agreement by the Corporation without Cause
(other than in connection with a Change of Control), subject to the provisions
of Section 4.7, the Corporation shall pay to the Employee, as severance
pay, an amount equal to six (6) months of the Employee’s annual base
salary as in effect immediately prior to such termination. Such severance pay
shall be paid by the Corporation to the Employee in equal installments in
accordance with the Corporation’s normal payroll practices.


 


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(b)         In the event of a
termination of this Agreement by the Corporation without Cause in connection with
a Change of Control, subject to the provisions of Section 4.7, the
Corporation shall pay in a lump sum payment to the Employee, as severance pay,
an amount equal to six (6) months of the Employee’s annual base salary as
in effect immediately prior to such termination.


 


(c)          The Corporation agrees that
if this Agreement is terminated by the Corporation or in the event of the death
or Disability of the Employee, (i) the Employee will immediately receive
additional compensation consisting of any and all accrued and unpaid vacation
pay, back wages accrued and accrued sick pay; (ii) except in the event of
a termination for Cause, the Corporation will pay for the Employee’s health
benefits under COBRA until employee becomes eligible for another employer’s
health insurance or for three (3) months, whichever occurs first; and (iii) except
in the event of a Termination for Cause, the Corporation will provide to the
Employee outplacement services, with a firm of the Employee’s discretion, at a
cost not to exceed $15,000.


 


4.7           Release of the Corporation. As a condition
to receiving the severance payments and benefits described herein, (1) the
Employee or, in the event of the Employee’s death or Disability, the Employee’s
legal representative shall be required to execute and deliver to the
Corporation a general release of all claims, including, but not limited to,
claims for wrongful termination, for employment discrimination under Title VII
of the Civil Rights Act of 1964, as amended, and claims under the Americans with
Disabilities Act of 1990, the Equal Pay Act of 1963, the Age Discrimination in
Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the
Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil
Rights Act of 1991, the Employee Retirement Income Security Act of 1974 and any
equivalent state, local and municipal laws, rules and regulations, he or
his estate or legal representatives may have against the Corporation and its
Subsidiaries and Affiliates, and the officers, directors, shareholders and
agents of each of them, in each case in such form as may be reasonably
requested by the Corporation and (2) the Employee shall comply with any
provisions of this Agreement that survive such termination. The provisions of
this Section 4.7 shall survive any termination of this Agreement.


 


ARTICLE V

DEVOTION OF THE EMPLOYEE’S TIME TO DUTIES


 


The parties agree that the Employee will devote
substantially full time during normal business hours (exclusive of periods of
sickness and Disability and of such normal holiday and vacation periods as have
been established by the Corporation) to the affairs of the Corporation;
provided, however, that the Employee will be permitted to devote a limited
amount of time, without payment therefore of salary and wages, to charitable or
similar organizations and to such other businesses and/or investment activities
as are not barred by the provisions of Article IX and which do not
interfere with the provision of services hereunder.


 


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ARTICLE VI

OTHER COVENANTS OF EMPLOYEE


 


Business Opportunities. The Employee
agrees to promptly present to the Corporation all potential opportunities for
acquisitions, joint ventures and similar transactions in the cancer care
radiation therapy sector, which are presented to the Employee during the Term
as long as this Agreement is in effect.


 


ARTICLE VII

COMPENSATION AND EXPENSES


 


7.1          Salary. Commencing on
the Effective Date, the Corporation shall pay the Employee an annual base
salary of two hundred thousand dollars ($200,000), subject to annual review by
the Compensation Committee. The Corporation will pay the Employee his annual
salary in accordance with the Corporation’s normal payroll practices which is
every two weeks.


 


7.2           Annual
Bonus. The Employee shall be eligible to earn an annual
bonus as determined by the Compensation Committee or Board. The bonus will be
based upon the achievement by the Corporation of certain objectively
determinable financial performance targets directly tied to revenue growth and
EBITDA performance of the Corporation or such other objectives established by
the Board or the Compensation Committee and approved by the Board. For each
year of the Term, the Corporation shall adopt an annual bonus program affording
the Employee an opportunity to earn bonuses equal to at least 50% of his annual
base salary.


 


7.3          Options. On or as soon
as reasonably practicable following the Effective Date, and subject to approval
by the Compensation Committee or Board, the Employee will receive an option to
purchase 20,000 shares of Common Stock, at an exercise price of $5.35 per
share, pursuant to the terms of Holdings’ Equity Incentive Plan (the “Stock Options”). Two-thirds of the Stock
Options (the “Time Vesting Options”) shall
vest over four (4) years and one-third of the Stock Options (the “Performance Vesting Options”) shall vest
based on the rate of return received by the Equity Investors upon a Change of
Control. 25% of the Time Vesting Options shall become vested and exercisable on
each of the first four anniversaries of the grant date of the Stock Options.
The Performance Vesting Options shall vest as follows: 100% of the Performance
Vesting Options shall vest upon the completion of a Change of Control (a) completed
prior to August 18, 2008 in which the consideration for each share of
Common Stock is at least equal to 200% of the per share price paid by the
Equity Investors in connection with the Merger (the “Initial Common Stock Price”), (b) completed on or after August 18,
2008 in which the consideration for each share of Common Stock is at least
equal to 225% of the Initial Common Stock Price, (c) completed on or after
August 18, 2009 and prior to August 18, 2010 in which the
consideration for each share of Common Stock is at least equal to 250% of the
Initial Common Stock Price, or (d) completed on or after August 18,
2010 in which the consideration for each share of Common Stock is at least
equal to 300% of the Initial Common Stock Price. The Stock Options shall expire
one hundred and twenty (120) months from the date of grant.


 


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7.4          Expenses. It is
understood and agreed that the services required of the Employee by the
Corporation will require the Employee to incur entertainment, travel and other
expenses on behalf of the Corporation. The Corporation will reimburse or
advance funds to the Employee for all reasonable travel, entertainment and
miscellaneous expenses incurred in connection with the performance of his
duties under this Agreement, provided that the Employee properly accounts for
such expenses to the Corporation in accordance with the Corporation’s
practices. Such reimbursement or advances will be made in accordance with
policies and procedures of the Corporation in effect from time to time relating
to reimbursement of our advances to executive officers.


 


7.5           Vacation. For each twelve
(12) month period during the Term, the Employee will be entitled to four (4) weeks
of vacation without loss of compensation or other benefits to which he is
entitled under this Agreement (pro-rated as necessary for partial calendar
years during the Term), to be taken at such times as the Employee may select
and the affairs of the Corporation may permit.


 


7.6          Employee
Benefit Programs. Without any reduction in the compensation to
which the Employee is entitled under the provisions of Sections 7.1 and 7.2
(other than voluntary payment of the Employee’s share of premiums or plan
contributions), during the Term the Employee will be entitled to participate in
any health insurance, disability, sick leave, pension insurance or other
employee benefit plan that is maintained at that time by the Corporation for
its executive officers including programs of life and medical insurance for his
family and reimbursement of membership fees in industry related professional
organizations. During the Term, the Corporation shall maintain a policy of
directors and officers’ liability insurance with policy limits and terms
appropriate for the Corporation’s size and business activities, and shall
ensure that the Employee is covered by such policy.


 


7.7           Living Accommodations and
Relocation Costs. The Corporation and the Employee also
acknowledge and agree that the Corporation agrees to pay all reasonable
relocation expenses of the Employee to the Denver, Colorado area up to a
maximum amount of Fifty Thousand dollars ($50,000). The Corporation agrees that
upon presentation of documentation of such reasonable relocation expenses, that
the Employee will be reimbursed in full for such amounts within fifteen (15)
days. For purposes of this section, reasonable relocation expenses shall
include: (a) airfare for his entire immediate family for one trip from the
existing home location to the relocated home location; (b) round-trip
airfare for the Employee and his spouse and other reasonable expenses incurred
in connection with up to two trips from the existing home location to Colorado
for the purpose of locating a new permanent residence; (c) all reasonable
closing costs related to the sale of the Employee’s residence (if applicable),
including broker commissions, title costs, tax stamps, document fees; and (d) reasonable
moving and shipping costs for furniture and autos. In the event the Employee
resigns his employment with the Corporation on or before the first anniversary
of the Relocation Date, the Employee agrees to reimburse the Corporation the
pro rata share of moving expenses provided to the Employee under this Section 7.7
(i.e., if the Employee’s resignation becomes effective six (6) months
after the Relocation Date, then the Employee would reimburse the Corporation
for 50% of the relocation expense) within five (5) business days of the
Employee’s termination of employment with the Corporation. If allowed under
applicable state law, the Corporation


 


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may
deduct the amount to be reimbursed by the Employee from the Employee’s final
payroll checks.


 


ARTICLE VIII

COVENANT OF CONFIDENTIALITY


 


The Employee acknowledges that during his employment
he will learn and will have access to Confidential Information regarding the
Corporation and its Affiliates. All records, files, materials and Confidential
Information (excluding personal items obtained by the Employee in the course of
his employment with the Corporation and that do not contain Confidential
Information) are confidential and proprietary and shall remain the exclusive
property of the Corporation or its Affiliates, as the case may be. The Employee
will not, except in connection with and as required by his performance of his
duties under this Agreement, for any reason use for his own benefit or the
benefit of any Person or entity with which he may be associated or disclose any
such Confidential Information to any Person for any reason or purpose
whatsoever without the prior written consent of the Board unless such
Confidential Information previously shall have become public knowledge through
no action by or omission of the Employee.


 


ARTICLE IX

COVENANT NOT TO COMPETE


 


9.1          Covenant. Without limitation
to any fiduciary or other legal responsibilities that the Employee may have to
the Corporation, the Employee agrees that he will not, for as long as he is an
employee of the Corporation directly or indirectly carry on, be engaged in,
own, operate, control or participate in the ownership, management, operation or
control of or have any financial interest in or otherwise be connected with,
any Person, or business (whether as an employee, officer, director, agent,
security holder, creditor, consultant, or otherwise) that is or may be engaged
in any business activity that is the same as, similar to, or competitive
(directly or indirectly) with any radiation oncology business engaged in by the
Corporation and/or its Affiliates. Notwithstanding the foregoing, nothing
herein shall be deemed or construed to, or shall bar or preclude the Employee
from acquiring directly or indirectly not more than five percent (5%) of the
securities, by value or voting power, in any publicly-traded company that
engages in any activity competitive with any activity engaged in by the
Corporation and/or any of its Affiliates.


 


9.2          Non-Solicitation.
The Employee hereby agrees that during his employment with the
Corporation and for a period of twelve (12) months following the termination of
his employment, without the prior written consent of the Corporation, he shall
not, on his own behalf or on behalf of any Person, directly or indirectly, hire
or solicit the employment of any employee who has been employed by the
Corporation and/or any of its Affiliates at any time during the six (6) months
immediately preceding such date of hiring or solicitation.


 


9.3          Severability.
The parties hereto agree that the covenants of non-competition
contained herein are reasonable covenants under the circumstances. The


 


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parties
intend that the covenant contained in Section 9.1 be construed as a series
of separate covenants, one for each city, county, state, territory, possession
or federal district of the United Sates covered by the covenant. Except for
geographic coverage, each separate covenant will be considered identical in
terms to the covenant contained in Section 9.1. If, in any judicial
proceeding, a court refuses to enforce any of the separate covenants described
in this Section 9.3, the unenforceable covenant will be considered
eliminated from these provisions for the purpose of those proceedings to the
extent necessary to permit the remaining separate covenants to be enforced. The
Employee agrees that any breach of the covenants contained in this Article IX
would irreparably injure the Corporation. Accordingly, the Employee agrees that
the Corporation, in addition to pursuing any other remedies it may have at law
or in equity, shall be entitled to obtain an injunction against him from any
court having jurisdiction over the matter, restraining any further violation of
this Article IX and/or withhold any further payments due to the Employee.


 


ARTICLE X

ASSIGNABILITY


 


The rights and obligations of the Corporation under
this Agreement shall inure to the benefit of and be binding upon the successors
or assigns of the Corporation. The Employee’s obligations hereunder may not be
assigned or alienated and any attempt to do so by him will be void.


 


ARTICLE XI

MISCELLANEOUS PROVISIONS


 


11.1        Severance
of Provision. If any provision of this Agreement otherwise is
deemed to be invalid or unenforceable or is prohibited by the laws of the state
or jurisdiction where it is to be performed, this Agreement shall be considered
divisible as to such provision and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from
either of the parties to the other. The remaining provisions of this Agreement
shall be valid and binding and of like effect as though such provisions were
not included.


 


11.2        Notice and
Address. All notices, offers, acceptance and any other acts
under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addresses in person, by Federal Express
or similar receipted delivery, if mailed, postage prepaid, by certified mail
return receipt requested (and in each case notice shall be deemed delivered and
effective upon receipt thereof by the recipient), as follows:


 


	
  To the Employee:

  	
  Charles Joseph Stork

  
	
   

  	
  6019 Spring

  
	
   

  	
  Creek Spring, TX 77379

  



 


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  To the Corporation:

  	
  General Counsel

  
	
   

  	
  OnCURE Medical Corp.

  
	
   

  	
  610 Newport Center Drive, Suite 350

  
	
   

  	
  Newport, California 92660

  



 


Or
any current address if different from above, or to such other address as either
of them, by notice to the other may designate from time to time.


 


11.3        Counterparts.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument. The execution of this Agreement may be by actual
or facsimile signature.


 


11.4        Arbitration
of Disputes. In the event of any controversy or claim, whether
based on contract, tort, statute, or other legal or equitable theory (including
but not limited to any claim of fraud, misrepresentation, or fraudulent
inducement) arising out of or related to this agreement, or any subsequent
agreement between the parties (“dispute”) and
if the dispute cannot be resolved by negotiation, the parties agree to submit
the dispute to arbitration pursuant to this section and the then-current rules and
supervision of the American Arbitration Association. The arbitration shall be
held in Orange County, California at the office of the American Arbitration
Association. Notwithstanding anything to the contrary herein, any party may
seek injunctive relief for any breach or threatened breach of this Agreement or
any provision of this Agreement from any court of competent jurisdiction.


 


11.5          Attorney’s
Fees. In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof and any action or proceeding including that in
arbitration as provided for in Section 11.4 of this Agreement, is
commenced to enforce the provisions of this Agreement, the prevailing party
shall be entitled to an award by the court or arbitrator, as appropriate, of
reasonable attorney’s fees, costs and expenses.


 


11.6        No
Violations. The Employee hereby represents and warrants to the
Corporation that the execution, delivery and performance of this Agreement does
not violate or conflict with the terms of any other agreement to which the
Employee is a party.


 


11.7        Withholdings.
All payments to the Employee under this Agreement shall be reduced by
all applicable withholding required by federal, state or local law.


 


11.8        Governing
Law. This Agreement 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.


 

















 


11.9        Entire
Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements
between the parties hereto with respect to the subject matter hereof. Neither
this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver, discharge or
termination is sought.


 


11.10      Code Section 280G.
The foregoing notwithstanding, to the extent that the total amounts
payable to the Employee under this Agreement or any other plan or agreement
would constitute an “excess parachute payment” within the meaning of Section 280G
of the Internal Revenue Code of 1986, as amended (the “Code”) (as determined in
good faith by the Corporation’s public accountants) then amounts payable under Section 4.6
shall be reduced to the extent necessary to avoid any such amounts constituting
an excess parachute payment.


 


11.11      Code Section 409A.
In the event that the Common Stock of the Corporation or Holdings
becomes publicly-traded and in the event that any payments to the Employee
under Section 4.6 constitute non-qualified deferred compensation subject
to Code Section 409A, then the Corporation may delay payment of such
amounts until the date that is 6 months and one day after the Employee’s
termination of employment, to the extent required to comply with Code Section 409A.


 


(Signature
Page Follows)


 


13

















 


IN WITNESS WHEREOF, the Employee
and the Corporation have executed this Agreement as of this    day of             ,
2008.


 


 


	
   

  	
  THE CORPORATION

  
	
   

  	
   

  
	
   

  	
  

  



 


 


[Signature Page to
Employment Agreement — Charles Joseph Stork]