Exhibit 10.21


 


ONCURE HOLDINGS, INC.

INCENTIVE STOCK OPTION AGREEMENT


 


THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”),
is made and entered into as of «Date1»,
2006 between ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”),
and «Name» (“Optionee”).


 


THE PARTIES AGREE AS FOLLOWS:


 


Article I.                                 Grant Of Option; Effective Date; Vesting Base Date.


 


Section 1.01           Grant.  The Company hereby grants to Optionee
pursuant to the Company’s Equity Incentive Plan (the “Plan”), a copy of which
is attached to this Agreement as Exhibit A, an incentive stock option
within the meaning of Section 422 of the Code (the “ISO”) to purchase all
or any part of an aggregate of «Shares1»
shares (the “ISO Shares”) of the Company’s Common Stock, par value $0.001 per
share (“Common Stock”) on the terms and conditions set forth herein and in the
Plan, the terms and conditions of the Plan being hereby incorporated into this
Agreement by reference.  Defined terms
used herein, but whose definition is not set forth herein shall have the
meaning and definition applicable thereto as set forth in the Plan.


 


Section 1.02           Effective Date.  The effective date of this ISO is «Date2», the date on which such ISO was granted
by the Company (the “Effective Date”).


 


Section 1.03           Exercise Price.  The exercise price for purchase of the shares
of Common Stock covered by this ISO shall be $«Price»
per share, which is the Fair Market Value of a share of Common Stock on the
Effective Date.


 


Section 1.04           Term.  This ISO shall expire on the date 10 years
after the Effective Date.


 


Section 1.05           Adjustment of ISO.  The Company shall adjust the number and kind
of shares and the exercise price thereof in certain circumstances in accordance
with the provisions of the Plan.


 


Article II.                               Exercise of Options.


 


Section 2.01                   Vesting; Time of Exercise.  This ISO shall vest and become exercisable as
follows:


 


(a)   «Shares2» (2/3) of the
ISO Shares subject to this ISO shall vest over four years from the Effective
Date at the rate of 1/48 per month on the monthly anniversary of the Effective
Date, provided the Optionee has not incurred a Termination before such date.


 


(b) «Shares3» (1/3) of the ISO Shares subject to
this ISO shall vest 100%, provided the Optionee has not incurred a Termination
before such date, upon the completion of a Change of Control:


 

















 


(i) completed
after August 18, 2006 (the “Merger Date”) and prior to the two-year
anniversary of the Merger Date in which the consideration for each share of
Common Stock is at least equal to 200% of the  Initial
Common Stock Price.  For purposes of this
Agreement, “Initial Common Stock Price” means $3.50;


 


(ii) completed
on or after the two-year anniversary of the Merger Date and prior to the
three-year anniversary of the Merger Date in which the consideration for each
share of Common Stock is at least equal to 225% of the Initial Common Stock
Price;


 


(iii) completed
on or after the three-year anniversary of the Merger Date and prior to the
four-year anniversary of the Merger Date in which the consideration for each
share of Common Stock is at least equal to 250% of the Initial Common Stock
Price; or


 


(iv) completed
on or after the four-year anniversary of the Merger Date in which the
consideration for each share of Common Stock is at least equal to 300% of the
Initial Common Stock Price.


 


This ISO shall expire one hundred and twenty (120) months
from the Effective Date.  Any ISO that
does not vest pursuant to this Section 2.01 as of the date of Optionee’s
Termination will be forfeited.


 


Section 2.02           Exercise After Termination.  If Optionee incurs a Termination from the
Company, to the extent the ISO has not then expired or been exercised, this ISO
shall remain exercisable for the period specified below following such
Termination  and, thereafter, if the ISO is not exercised,
it shall expire and terminate.  A
transfer of Optionee among the Company and its Affiliates, or a leave of
absence duly authorized by the Company, shall not be deemed a Termination.


 


(a)   Death or Disability.  In the event that Optionee’s Termination is
by reason of death or Disability, the Option shall be exercisable by Optionee’s
beneficiary or estate for a period of 6 months following Optionee’s death or
Disability.  If the Option is not
exercised within 6 months following Optionee’s death or Disability, then such
Option shall expire and shall no longer be exercisable.


 


(b)   Cause.  In the event that Optionee’s Termination is
by the Company for Cause (as defined below) the Option shall be exercisable by
Optionee for a period of 5 days following Optionee’s Termination.  If the Option is not exercised within 5 days
following Optionee’s Termination for Cause, then such Option shall expire and
shall no longer be exercisable.  For
purposes of this Agreement, “Cause” shall be defined in the Optionee’s employment
agreement, or if there is no such definition or employment agreement, it shall
mean: (i) a material failure of Optionee to perform his duties and
functions as an employee; (ii) Optionee’s willful 


 


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failure to perform his
material assigned duties without an excuse that is reasonably acceptable to
Company; (iii) Optionee engages in an act (or causes an act) that has a
material adverse impact on the reputation, business, business relationships or
financial condition of Company; (iv) the conviction of or plea of guilty
or nolo contendere by Optionee to a felony
or any crime involving moral turpitude, fraud or misrepresentation;
(v) misappropriation or embezzlement by Optionee of funds or assets of
Company.


 


(c)   Other Termination.  In the event that Optionee’s Termination is
for any reason other than death, Disability or Cause, the Option shall be
exercisable by Optionee for a period of 3 months following Optionee’s
Termination.  If the Option is not exercised
within 3 months following Optionee’s Termination, then the Company shall, in
exchange for the cancellation of such unexercised Options and to the extent
permissible under applicable law, issue to the Optionee a number of shares of
Common Stock equal to fifty percent (50%) of (i) the product of (1) the
number of shares of Common Stock exercisable under such unexercised Options
multiplied by (2) the difference between the fair market value of one
share of Common Stock on the date of issuance and the exercise price per share
of Common Stock under the Options, divided by (ii) the fair market value
of one share of Common Stock on the date of issuance.  For purposes of the foregoing, the fair
market value of one share of Common Stock on the date of issuance shall be
determined in good faith by the Board. 
No Options shall be exercisable after such payment is made.  Such payment will be treated for tax purposes
as resulting from a Non-Qualified Stock Option.


 


The
Optionee acknowledges that an ISO exercised more that three months after his
Termination, other than by reason of death or Disability, will be taxed as a
Non-Qualified Stock Option.


 


Section 2.03                   Manner of Exercise.  To the extent vested, Optionee may exercise
this ISO, or any portion of this ISO, by giving written notice in such form and
at such time as established by the Administrator, payment of the exercise price
and payment of any applicable withholding or employment taxes.  The date the Company receives the required
written notice of an exercise hereunder accompanied by payment will be
considered as the date this ISO was exercised. 
Promptly after receipt of the applicable exercise price, the required
income and employment tax withholding, if any and any other documents required
to be executed by the Administrator, the Company shall, issue to the Optionee
or other person entitled to exercise the ISO, the requisite number of ISO
Shares acquired upon exercise of the Option, which such shares may be evidenced
in book form or by a certificate in the discretion of the Administrator.  The Optionee or transferee of the Optionee
shall not have any privileges as a shareholder with respect to any ISO Shares
covered by the ISO until the date of the valid exercise of all or a part of the
ISO.


 


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Section 2.04                   Nonassignability of ISO.  This ISO is not assignable or transferable by
Optionee except by will or by the laws of descent and distribution; provided,
however, Optionee may transfer this ISO to Immediate Family in accordance with
the terms of the Plan.  Except to the
extent transferred to Immediate Family, during the life of Optionee, the ISO is
exercisable only by the Optionee.  Any attempt
to otherwise assign, pledge, transfer, hypothecate or dispose of this ISO in a
manner not herein permitted, and any levy of execution, attachment, or similar
process on this ISO, shall be null and void.


 


Section 2.05                   Special Tax Consequences.  The Optionee acknowledges that, to the extent
that the aggregate Fair Market Value (determined as of the time the Option is
granted) of all shares of Common Stock with respect to which ISOs, including
the Option, are exercisable for the first time by the Optionee in any calendar
year exceeds $100,000, the Option and such other options shall be Non-Qualified
Stock Options to the extent necessary to comply with the limitations imposed by
Section 422(d) of the Code. 
The Optionee further acknowledges that the rule set forth in the
preceding sentence shall be applied by taking the Option and other “incentive
stock options” into account in the order in which they were granted, as
determined under Section 422(d) of the Code and the Treasury
Regulations thereunder.


 


Article III.                              Restrictions on ISO Shares.


 


Section 3.01                   Investor Rights Agreement.  Optionee hereby agrees that the ISO Shares
shall be subject to such terms and conditions as the Administrator shall
determine in its sole discretion, including, without limitation, restrictions
on the transferability of the ISO Shares, the right of the Company to
repurchase ISO Shares, and a right of first refusal in favor of the Company
with respect to permitted transfers of ISO Shares.  Such terms and conditions may, in the
Administrator’s sole discretion, be contained in an investor rights agreement
or in such other agreement as the Administrator shall determine and which the
Optionee hereby agrees to enter into at the request of the Company upon
exercise of the Option.


 


Section 3.02                   Legality of Issuance.  The Company shall not be obligated to sell or
issue any ISO Shares pursuant to this Agreement if such sale or issuance, in
the opinion of the Company and the Company’s counsel, might constitute a
violation by the Company of any provision of law, including without limitation
the provisions of the Exchange Act of 1934, as amended (the “Exchange Act”) or
the Securities Act of 1933, as amended (the “Securities Act”)


 


Section 3.03                   Registration or Qualification of Securities.  The Company may, but shall not
be required to, register or qualify the sale of any ISO Shares under the,
Securities Act, or any other applicable law. 
The Company shall not be obligated to take any affirmative action in
order to cause the grant or exercise of this ISO or the issuance or sale of any
ISO Shares pursuant thereto to comply with any law.


 


Section 3.04                   Restriction on Transfer.  Regardless whether the sale of the ISO Shares
has been registered under the Securities Act or has been registered or
qualified under the securities laws of any state, the Company may impose
restrictions upon the sale, pledge or other transfer of ISO Shares (including
the placement of appropriate legends on stock certificates) if, in the judgment
of the Company and the Company’s counsel, such restrictions are necessary or 


 


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desirable in order to achieve
compliance with the provisions of the Securities Act, the Exchange Act, the
securities laws of any state or any other law.


 


Section 3.05                   Stock Certificate Restrictive Legends.  Stock certificates evidencing ISO Shares may
bear such restrictive legends as the Company and the Company’s counsel deem
necessary or advisable under applicable law or pursuant to this Agreement,
including, without limitation, the following legends:


 


THE TRANSFER, SALE, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED BY THE INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY AND ITS
STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY.  THE COMPANY WILL FURNISH A COPY OF THE
INVESTOR RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE UPON REQUEST AND
WITHOUT CHARGE.  THE SHARES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR RESALE OR
DISTRIBUTION, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS IN THE OPINION OF
COUNSEL FOR THE COMPANY SUCH SALE OR TRANSFER WILL NOT VIOLATE APPLICABLE
SECURITIES LAWS.


 


Article IV.                              Miscellaneous


 


Section 4.01                   Taxes.  Optionee acknowledges and agrees that
Optionee will be responsible for any taxes arising from exercise of this Option
and that the Company may withhold the amount of such taxes or require the
remittance of such taxes to the Company.


 


Section 4.02                   Representations, Warranties, Covenants and Acknowledgments of Optionee
Upon Exercise of ISO.  Optionee hereby agrees that in the event that
the Company and the Company’s counsel deem it necessary or advisable in the
exercise of their discretion, the issuance of ISO Shares may be conditioned
upon certain representations, warranties and acknowledgments by the person
exercising the ISO (the “Purchaser”), including, without limitation, those set
forth in Sections 4.02 (a) through (h) hereof:


 


(a)   Investment.  Purchaser is acquiring the ISO Shares for
Purchaser’s own account and not for the account of any other person.  Purchaser is acquiring the ISO Shares for
investment and not with a view to distribution or resale thereof except in
compliance with applicable laws regulating securities.


 


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(b)   Business Experience.  Purchaser is capable of evaluating the merits
and risks of Purchaser’s investment in the Company evidenced by purchase of the
ISO Shares.


 


(c)   Relation to Company.  Purchaser is presently an officer, director
or employee of, or a consultant to, the Company and in such capacity has become
personally familiar with the business, affairs, financial condition and results
of operations of the Company.


 


(d)   Access to Information.  Purchaser has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of
the Company with respect to the terms and conditions of the transaction
contemplated hereby and with respect to the business, affairs, financial condition
and results of operations of the Company. 
Purchaser has had access to such financial and other information as is
necessary in order for Purchaser to make a fully-informed decision as to
investment in the Company by way of purchase of the ISO Shares and has had the
opportunity to obtain any additional information necessary to verify any of
such information to which Purchaser has had access.


 


(e)   Speculative Investment.  Purchaser’s investment in the Company
represented by the ISO Shares is highly speculative in nature and is subject to
a high degree of risk of loss in whole or in part.  The amount of such investment is within
Purchaser’s risk capital means and is not so great in relation to Purchaser’s
total financial resources as would jeopardize the personal financial needs of
Purchaser or Purchaser’s family in the event such investment were lost in whole
or in part.


 


(f)    Registration.  Purchaser must bear the economic risk of
investment for an indefinite period of time because the sale to Purchaser of
the ISO Shares has not been registered under the Securities Act and the ISO
Shares cannot be transferred by Purchaser unless such transfer is registered
under the Securities Act or an exemption from such registration is available.  The Company has made no agreements, covenants
or undertakings whatsoever to register the transfer of any of the ISO Shares
under the Securities Act.  The Company
has made no representations, warranties or covenants whatsoever as to whether
any exemption from the Securities Act, including without limitation any
exemption for limited sales in routine brokers’ transactions pursuant to Rule 144,
will be available; if the exemption under Rule 144 is available at all, it
may not be available until at least two years after payment of cash for the ISO
Shares and not then unless: (i) a public trading market then exists in the
Company’s common stock; (ii) adequate information as to the Company’s financial
and other affairs and operations is then available to the public; and (iii) all
other terms and conditions of Rule 144 have been satisfied.


 


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(g)   Public Trading.  None of the Company’s securities is presently
publicly traded, and the Company has made no representation, covenant or
agreement as to whether there will be a public market for any of its
securities.


 


(h)   Tax Advice.  The Company has made no warranties or
representations to Purchaser with respect to the income tax consequences of the
transactions contemplated by the option agreement pursuant to which the ISO
Shares will be purchased, and Purchaser is in no manner relying on the Company
or the Company’s representatives for an assessment of such tax consequences.


 


Section 4.03           Assignment; Binding Effect.  Subject to the limitations set forth in this
Agreement, this Agreement shall be binding upon and inure to the benefit of the
executors, administrators, heirs, legal representatives and successors of the
parties hereto; provided, however, that Optionee may not assign any of Optionee’s
rights under this Agreement.


 


Section 4.04           Damages.  Optionee shall be liable to the Company for
all costs and damages, including incidental and consequential damages,
resulting from a disposition of shares which is not in conformity with the
provisions of this Agreement.


 


Section 4.05           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.


 


Section 4.06           Notices.  All notices and other communications under
this Agreement shall be in writing.  Unless
and until the Optionee is notified in writing to the contrary, all notices,
communications and documents directed to the Company at its corporate
headquarters. Unless and until the Company is notified in writing to the
contrary, all notices, communications and documents intended for the Optionee
and related to this Agreement, if not delivered by hand, shall be mailed to
Optionee’s last known address as shown on the Company’s books.  Notices and communications shall be mailed by
first class mail, postage prepaid; documents shall be mailed by registered
mail, return receipt requested, postage prepaid.  All mailings and deliveries related to this
Agreement shall be deemed received only when actually received.


 


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


 


	
   

  	
  ONCURE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title: Chief Executive Officer

  



 


The Optionee hereby accepts and agrees to be bound by
all of the terms and conditions of this Agreement and the Plan.


 


	
   

  	
  Optionee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Dated:

  



 


[Signature Page to Option Agreement


 

















 


EXHIBIT A


 


EQUITY INCENTIVE PLAN