Exhibit 10.19


 


ONCURE HOLDINGS, INC.


EQUITY INCENTIVE PLAN


 


Article I.                 Purpose; Definitions.


 


Section 1.01           Purpose.  The purpose of the Plan is to provide
selected eligible employees and directors of, and consultants and independent
contractors to, OnCure Holdings, Inc., a Delaware corporation (the “Company”),
its subsidiaries and affiliates an opportunity to participate in the Company’s
future by offering them equity based incentives in the Company so as to retain,
attract and motivate such employees, directors, consultants and independent
contractors.


 


Section 1.02           Definitions.  For purposes of the Plan, the following terms
have the following meanings:


 


(a)           “Administrator” means the Board or any
committee thereof appointed pursuant to Section 2.01 to administer the
Plan.


 


(b)           “Affiliate” means a parent or subsidiary
corporation, as defined in the applicable provisions (currently Section 424)
of the Code.


 


(c)           “Board” means the Board of Directors of the
Company.


 


(d)           “Change of Control” shall mean and include
each of the following: (i) 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 (A) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any Affiliate of the Company or (B) a
Person or group in which the  Controlling
Stockholders control, directly or indirectly, 50% or more of the voting power
immediately following the transaction, of any securities of the Company 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, 50% or more of the Company’s outstanding voting securities entitled
to vote on a regular basis for a majority of the members of the Board; (ii) 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 the Company); and (iii) the sale of all or substantially
all of the Company’s assets to an entity in which the Controlling Stockholders
of the Company do not control, directly or indirectly, 50% or more of the
voting power immediately following the transaction.  Notwithstanding the foregoing, no Change of
Control shall result by reason of a firm 


 

















 


commitment underwritten public offering by the
Company of shares of its common stock pursuant to a registration statement on Form S-1,
or any successor form, under the Securities Act of 1933.


 


(e)           “Code” means the Internal Revenue Code of
1986, as amended from time to time, and any successor law.


 


(f)            “Commission” means the Securities and
Exchange Commission and any successor agency.


 


(g)           “Company” means OnCure Holdings, Inc., a
Delaware corporation.


 


(h)           “Continuing Director” shall mean, as of any
date of determination, any member of the Board who (a) was a member of the
Board on August 18, 2006, 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.


 


(i)            “Controlling Stockholders” means Genstar
Capital Partners IV, L.P., a Delaware limited partnership, and Stargen IV,
L.P., a Delaware limited partnership and any affiliate thereof.


 


(j)            “Disability” means that the Optionee
qualifies to receive long-term disability payments under the Company’s
long-term disability insurance program, as it may be amended from time to time,
or, if the Optionee has an employment agreement, the definition of the term
provided in such employment agreement.


 


(k)           “Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to time, and any successor law.


 


(l)            “Fair Market Value” means as of any given
date:


 


(i)                                     If the Stock is
listed on any established stock exchange or a national market system, including
without limitation the Nasdaq Global Market, the closing sales price for the
Stock or the closing bid if no sales were reported, as quoted on such system or
exchange (or the largest such exchange) for the date the value is to be
determined (or if there are no sales for such date, then for the last preceding
business day on which there were sales), as reported in The Wall Street
Journal or similar publication.


 


(ii)                                  If the Stock is
regularly quoted by a recognized securities dealer but selling prices are not
reported, 


 


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the mean between the high bid and low asked prices
for the Stock on the date the value is to be determined (or if there are no
quoted prices for the date of grant, then for the last preceding business day
on which there were quoted prices).


 


(iii)                               In the absence
of an established market for the Stock, as determined in good faith by the
Administrator.


 


(m)          “Immediate
Family” means parents,
siblings, spouse and issue, spouses of such issue and any trust for the benefit
of, or the legal representative of, any of the preceding persons, or any
partnership substantially all of the partners of which are one or more of such
persons or the optionee or any limited liability company substantially all of
the members of which are one or more of such persons or the optionee.


 


(n)           “Incentive Stock Option” means any Option
intended to be and designated as an “incentive stock option” within the meaning
of Section 422 of the Code.


 


(o)           “Non-Qualified Stock Option” means any Option
that is not an Incentive Stock Option.


 


(p)           “Option” means an option granted under
Article V.


 


(q)           “Option Agreement” means, with respect to
each Option, the signed written agreement between the Company and the Plan
participant setting forth the terms and conditions of the Option.


 


(r)            “Person” means any individual, partnership,
limited liability company, corporation, trust, joint venture, unincorporated
organization, other legal entity, government or agency or political subdivision
thereof.


 


(s)           “Plan” means this OnCure Holdings, Inc.
Equity Incentive Plan, as amended from time to time.


 


(t)            “Rule 16b-3” means Rule 16b-3 under
Section 16(b) of the Exchange Act, as amended from time to time, and
any successor rule.


 


(u)           “Stock” means the Common Stock, $.001 par
value of the Company, and any successor security.


 


(v)           “Subsidiary” has the meaning set forth in Section 424
of the Code.


 


(w)          “Termination” means, for purposes of the
Plan, with respect to a participant, that the participant has ceased to be, for
any reason, an 


 


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employee or director of, or a consultant or
independent contractor to, the Company, a Subsidiary or an Affiliate.


 


Article II.               Administration.


 


Section 2.01           Administrator.  The Plan shall be administered by the
Administrator.  For purposes of this
Plan, the “Administrator” shall be the Board, unless the Board appoints a
committee thereof to act in such capacity. 
Appointment of committee members shall be effective upon acceptance of
appointment.  Committee members may
resign at any time by delivering written notice to the Board.  Vacancies in the committee shall be filled by
the Board.  The Administrator may act
only by a majority of its members, except that the Administrator (i) may
authorize any one or more of its members or any officer of the Company to
execute and deliver documents on behalf of the Administrator and (ii) so
long as not otherwise required for the Plan to comply with Rule 16b-3
(unless the Administrator determines that Rule 16b-3 is not applicable to
the Plan), may delegate to one or more officers or directors of the Company
authority to grant Options to persons who are not subject to Section 16 of
the Exchange Act with respect to Stock.


 


Section 2.02           Authority.  The Administrator shall grant Options to such
individuals as the Administrator shall determine from time to time including
but not limited to employees, directors, independent contractors and consultants.  In particular and without limitation, the
Administrator, subject to the terms of the Plan, shall:


 


(a)           select the individuals to whom Options may be
granted;


 


(b)           determine whether and to what extent Options are to
be granted under the Plan; and


 


(c)           determine the terms and conditions of any Option
granted consistent with this Plan, based upon factors determined by the
Administrator.


 


Section 2.03           Administrator Determinations Binding.  The Administrator may adopt, alter and repeal
administrative rules, guidelines and practices governing the Plan as it from
time to time shall deem advisable, interpret the terms and provisions of the
Plan, any Option and any Option Agreement and otherwise supervise the
administration of the Plan.  Any
determination made by the Administrator pursuant to the provisions of the Plan
with respect to any Option shall be made in its sole discretion at the time of
the grant of the Option or, unless in contravention of any express term of the
Plan or Option, at any later time.  All
decisions made by the Administrator under the Plan shall be binding on all
persons, including the Company and Plan participants.


 


Article III.              Shares Subject to Plan.


 


Section 3.01           Number of Shares.  The total number of shares of Stock reserved
and available for issuance pursuant to Options under the Plan shall equal
5,025,229 shares.  Such shares may
consist, in whole or in part, of authorized and unissued shares or shares
reacquired in private transactions or open market purchases, but all shares
issued under the Plan regardless of 


 


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source shall be counted
against the foregoing share limitation. 
If any Option terminates or expires without being exercised in full, the
shares issuable under such Option shall again be available for grant as
Options.


 


Section 3.02           Adjustments.  In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, spin-off, sale of
substantial assets or other change in corporate structure affecting the Stock,
such substitution or adjustments shall be made in the aggregate number of
shares of Stock reserved for issuance under the Plan, in the number and
exercise price of shares subject to outstanding Options, as may be determined to
be appropriate by the Administrator, in its sole discretion; provided, that the
number of shares subject to any Option shall always be rounded down to the
nearest whole number.  With respect to
Options intended to qualify as Incentive Stock Options no adjustments shall be
authorized pursuant to this Section 3.02 or any other provision of the
Plan to the extent that such adjustment would cause the Option to fail to so
qualify.


 


Section 3.03           Assumed Options.               Notwithstanding anything contained in this Plan to the contrary, in the
case of any Option granted in substitution for an award of a company or
business acquired by the Company or a Subsidiary or Affiliate, (i) shares of
Stock issued or issuable in connection with such substitute Option shall not be
counted against the number of shares reserved under the Plan, but shall be
available under the Plan by virtue of the Company’s assumption of the plan or
arrangement of the acquired company or business, and (ii) subject to
compliance with the requirements of for substitution and assumption of options
under Section 424 of the Code and the regulations issued thereunder, the
exercise price of any such substitute Option may be less than Fair Market Value
on the date of grant of the substitute Option.


 


Article IV.              Eligibility.


 


Section 4.01           Eligibility.  Options may be granted to such individuals as
the Administrator shall select, including but not limited to officers,
employees and directors of, and consultants and independent contractors to, the
Company, its Subsidiaries and Affiliates.


 


Section 4.02           Foreign Participants.  Notwithstanding any provision of the Plan to
the contrary, in order to comply with the laws in other countries in which the
Company and its Subsidiaries operate, the Administrator, in its sole discretion,
shall have the power and authority to: (i) determine which Subsidiaries
shall be covered by the Plan; (ii) determine which individuals outside the
United States who are eligible to participate in the Plan; (iii) modify
the terms and conditions of any Option granted outside the United States to
comply with applicable foreign laws; (iv) establish subplans and modify
exercise procedures and other terms and procedures, to the extent such actions
may be necessary or advisable (any such subplans and/or modifications shall be
attached to this Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase
the number of shares available under the Plan under Section 3.01; and (v) take
any action, before or after an Option is granted, that it deems advisable to
obtain approval or comply with any necessary local governmental regulatory
exemptions or approvals.  Notwithstanding
the foregoing, the Administrator may not take any actions hereunder, and no
Awards shall be granted, that would violate the Exchange Act, the Code, any
securities law or governing statute or any other applicable law.


 


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Article V.               Options.


 


Section 5.01           Types.  Any Option granted under the Plan shall be in
such form as the Administrator may from time to time approve.  The Administrator shall have the authority to
grant to any participant Incentive Stock Options or Non-Qualified Stock
Options.  Incentive Stock Options may be
granted only to employees of the Company, its parent (within the meaning of Section 424
of the Code) or Subsidiaries.  Any
portion of an Option that does not qualify as an Incentive Stock Option shall
constitute a Non-Qualified Stock Option.


 


Section 5.02           Terms and Conditions.  Options granted under the Plan shall be
subject to the following terms and conditions:


 


(a)           Applicable Option Agreements.  As soon as practicable after the date of an
Option grant, the Company and the participant shall enter into a written Option
Agreement specifying the date of grant, the terms and conditions of the
Option.  Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 422 of the Code.


 


(b)           Option Term.  The term of each Option shall be fixed by the
Administrator, but no Option shall be exercisable more than 10 years after the
date the Option is granted.  If, at the
time the Company grants an Incentive Stock Option the optionee owns directly or
by attribution stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, or any Affiliate of the Company,
the Incentive Stock Option shall not be exercisable more than five years after
the date of grant.


 


(c)           Grant Date.  The Company may grant Options under the Plan
at any time and from time to time before the Plan terminates.  The Administrator shall specify the date of
grant or, if it fails to, the date of grant shall be the date of action taken
by the Administrator to grant the Option; provided, that no Option may be
exercised prior to execution of the applicable Option Agreement.  However, if an Option is approved in
anticipation of employment, the date of grant shall be the date the intended
optionee is first treated as an employee for payroll purposes.


 


(d)           Exercise Price.  The exercise price per share of common stock
purchasable under an Option shall be equal at least to the Fair Market Value on
the date of grant; provided, that if at the time the Company grants an Incentive
Stock Option, the optionee owns directly or by attribution stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, or any Affiliate of the Company, the exercise price shall be not less
than 110% of the Fair Market Value on the date the Incentive Stock Option is
granted.


 


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(e)           Exercisability.  Subject to the other provisions of the Plan,
an Option shall be exercisable in its entirety at grant or at such times and in
such amounts as are specified in the Option Agreement evidencing the
Option.  The Administrator, in its
absolute discretion, at any time may waive any limitations respecting the time
at which an Option first becomes exercisable in whole or in part.  In the event of Termination, Options held at
the date of Termination (and only to the extent then exercisable or payable, as
the case may be) may be exercised in whole or in part at any time during the
period specified for post-termination exercise in the Option Agreement (but in
no event after the expiration date of the Option), but not thereafter.


 


(f)            Method of Exercise; Payment.  To the extent the right to purchase shares
has accrued and the Option has vested, Options may be exercised, in whole or in
part, from time to time, by written notice from the optionee to the Company
stating the number of shares being purchased, accompanied by payment of the
exercise price for the shares.  The
exercise price may be paid in (i) cash, (ii) by check, (iii) with
the consent of the Administrator, a full recourse promissory note bearing
interest (at no less than such rate as shall then preclude the imputation of
interest under the Code) and payable upon such terms as may be prescribed by
the Administrator, or (iv) with the consent of the Administrator,
surrender of a number of shares of Stock with a Fair Market Value equal to the
exercise price.


 


(g)           No Disqualification.  Notwithstanding any other provision in the
Plan, no term of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered nor shall any discretion or authority granted
under the Plan be exercised so as to disqualify the Plan under Section 422
of the Code or, without the consent of the optionee affected, to disqualify any
Incentive Stock Option under Section 422 of the Code.


 


Section 5.03           Tax Withholding.  The participant shall pay to the Company in
cash, promptly when the amount of such obligations becomes determinable, all
applicable federal, state, local and foreign withholding taxes that the
Administrator in its sole discretion determines to result upon exercise of an
Option or from a transfer or other disposition of shares acquired upon exercise
of an Option.


 


Article VI.              Change of Control.


 


In the event of a Change of
Control, the following provisions shall apply:


 


(a)           in its sole and absolute discretion, the
Administrator may provide that all Options outstanding as of the date of such
Change in Control is determined to have occurred and not then exercisable and
vested shall become fully exercisable and vested; and


 


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(b)           in its sole and absolute discretion, the
Administrator may provide prior to the occurrence of a Change in Control either
(i) that the Option shall be assumed by the successor corporation, or a
parent or subsidiary thereof, or shall be substituted for by similar Options
covering the stock of any successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices, or (ii) that the participant shall receive in cash the value of
the vested Options (less the exercise price and tax withholding thereon) in
exchange for the surrender of such Option.


 


Article VII.             Restrictions.


 


The Stock acquired upon exercise
of an Option shall be subject to the terms, conditions and restrictions set
forth in either the Investor Rights Agreement attached hereto as Exhibit A
(the “Investors Agreement”) or the Stockholders Agreement attached hereto as Exhibit B
(the “Stockholders Agreement”) or such other investors agreement or
stockholders agreement as the Company may require from time to time.  By exercise of the Option, the holder thereof
shall be deemed to have consented to be bound by the terms, conditions and
restrictions set forth in the Investors Agreement or Stockholders Agreement, as
applicable, and to become a signatory thereto.


 


Article VIII.           General Provisions.


 


Section 8.01           Certificates.  The Company may choose to evidence the Stock
in book entry form or by certificates. All certificates for shares of Stock or
other securities delivered under the Plan shall be subject to such stock
transfer orders, legends and other restrictions as the Administrator may deem
advisable under the rules, regulations and other requirements of the
Commission, any stock exchange upon which the Stock is then listed and any
applicable federal, state or foreign securities law.


 


Section 8.02           No Transferability.  No Option shall be assignable or otherwise
transferable by the participant other than by will or by the laws of descent
and distribution, and during the life of a participant, an Option shall be
exercisable, and any elections with respect to an Option may be made, only by
the participant or participant’s guardian or legal representative.  Notwithstanding the foregoing provisions of
this Section 8.02, the Administrator may provide that Options may be
transferred to Immediate Family; provided, however, that any such transfer is
without payment of any consideration whatsoever, that no such transfer shall be
valid unless first approved by the Administrator, acting in its sole
discretion, and that any Option so transferred shall remain subject to the
terms and conditions of the Option Agreement. 
The Administrator may require the participant to give the Company prompt
notice of any disposition of shares of Stock, acquired by exercise of an
Incentive Stock Option within two years from the date of granting such option
or one year after the transfer of such shares to such participant.  The Administrator may direct that the
certificates evidencing shares acquired by exercise of an Option refer to such
requirement to give prompt notice of disposition.


 


Section 8.03           Right of First Refusal.  At the time of grant, the Administrator may
provide in connection with any Option that the shares of Stock received as a
result of the 


 


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exercise of such Option shall
be subject to a right of first refusal pursuant to which the participant shall
be required to offer to the Company any shares that the participant wishes to
sell at the then Fair Market Value of the Stock or at such other price as may
be set forth in the applicable Option Agreement, subject to such other terms
and conditions as the Administrator may specify at the time of grant.


 


Section 8.04           Non-Competition.  The Administrator may condition the grant of
an Option or the Administrator’s discretionary waiver of a forfeiture or
vesting acceleration at the time of Termination of a participant holding any
unexercised Option upon a requirement that such participant agree to and
actually (i) not engage in any business or activity competitive with any
business or activity conducted by the Company and (ii) be available,
unless such participant shall have died, for consultations at the request of
the Company’s management, all on such terms and conditions (including
conditions in addition to (i) and (ii)) as the Administrator may
determine.


 


Section 8.05           Regulatory Compliance.  Each Option granted under the Plan shall be
subject to the condition that, if at any time the Administrator shall determine
that (i) the listing, registration or qualification of the shares of Stock
upon any securities exchange or under any state or federal law, (ii) the
consent or approval of any government or regulatory body or (iii) an
agreement or representations by the participant with respect thereto, is
necessary or desirable, then such Option shall not be exercisable in whole or
in part unless such listing, registration, qualification, consent, approval,
agreement or representations shall have been effected or obtained free of any
conditions not acceptable to the Administrator.


 


Section 8.06           Rights as Stockholder.  A participant shall have no rights as a
stockholder with respect to any shares covered by an Option until the Option is
exercised and the participant has received such shares.


 


Section 8.07           Beneficiary Designation.  The Administrator, in its sole discretion,
may establish procedures for a participant to designate a beneficiary to whom
any amounts payable in the event of the participant’s death are to be paid.


 


Section 8.08           No Employment Rights.  The adoption of the Plan shall not confer
upon any employee any right to continued employment nor shall it interfere in
any way with the right of the Company, a Subsidiary or Affiliate to terminate
the employment of any employee at any time.


 


Section 8.09           Rule 16b-3.  Notwithstanding any provision of the Plan,
the Plan shall always be administered, and Options shall always be granted and
exercised, in such a manner as to conform to the provisions of Rule 16b-3,
unless the Administrator determines that Rule 16b-3 is not applicable to
the Plan at the time of such administration, grant or exercise.


 


Section 8.10           Governing Law.  The Plan and all Options shall be governed by
and construed in accordance with the laws of the State of Delaware.


 


Section 8.11           Use of Proceeds.  All cash proceeds to the Company under the
Plan shall constitute general funds of the Company.


 


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Section 8.12           Assumption by Successor.  The obligations of the Company under the Plan
and under any outstanding Option may be assumed by any successor corporation,
which for purposes of the Plan shall be included within the meaning of “Company.”


 


Section 8.13           Section 409A.  To the extent that the Administrator
determines that any Option granted under the Plan is subject to Section 409A
of the Code, the option agreement evidencing such grant shall incorporate the
terms and conditions required by Section 409A of the Code.  To the extent applicable, the Plan and all
Option agreements shall be interpreted in accordance with Section 409A of
the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the effective date of this Plan.  Notwithstanding any provision of the Plan to
the contrary, in the event that following the effective date of this Plan the
Administrator determines that any Option may be subject to Section 409A of
the Code and related Department of Treasury guidance (including such Department
of Treasury guidance as may be issued after the effective date of this Plan),
the Administrator may adopt such amendments to the Plan and the applicable
Option agreement or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions,
that the Administrator determines are necessary or appropriate to (a) exempt
the Option from Section 409A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Option, or (b) comply
with the requirements of Section 409A of the Code and related Department
of Treasury guidance.


 


Article IX.              Amendments and Termination.


 


The Board may amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuance shall be
made which would impair the rights of a participant under an outstanding Option
without the participant’s consent.  In
addition, to the extent required for the Plan to comply with Rule 16b-3
or, with respect to provisions solely as they relate to Incentive Stock
Options, to the extent required for the Plan to comply with Section 422 of
the Code, an amendment or alteration of the Plan by the Board will be subject
to stockholder approval, where such amendment or alteration would:


 


(a)           except as expressly provided in the Plan, increase
the total number of shares reserved for issuance under the Plan;


 


(b)           change the class of employees, directors,
consultants and independent contractors eligible to participate in the Plan; or


 


(c)           materially increase the benefits accruing to
participants under the Plan.


 


The
Board of Directors may, at any time without stockholder approval, amend the
Plan and the terms of any Option outstanding under the Plan, if the
Administrator determines that Rule 16b-3 is applicable to the Plan, to
comply with Rule 16b-3 and provided further, that with respect to
outstanding Options, the participant consents to such amendment.


 


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Article X.               Effective Date and Term of Plan.


 


Section 10.01         Effective Date.  The Plan shall be effective on the date it is
adopted by the Board but all Options shall be conditioned upon approval of the
Plan by the holders of a majority of the voting power of the Company within one
year of the effective date of the Plan.


 


Section 10.02         Term of Plan.  No Option shall be granted on or after August 18,
2016 but Options granted prior to August 18, 2016 may extend beyond that
date.


 


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