Exhibit 10.30


 


ONCURE HOLDINGS, INC.


 


STOCKHOLDERS AGREEMENT


 


This
Stockholders Agreement (this “Agreement”) is entered into as of the date
set forth on the signature page attached hereto between OnCure Holdings, Inc.,
a Delaware corporation (the “Company”), and the stockholder listed on
the signature page attached hereto (“Stockholder”).


 


RECITALS


 


WHEREAS, Stockholder is an employee, consultant, executive
officer and/or director of the Company or one or more subsidiaries of the
Company;


 


WHEREAS, the Company has issued to Stockholder shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock”),
or Stockholder holds options to purchase shares of Common Stock; and


 


WHEREAS, the Company and Stockholder desire to enter into
this Agreement to provide for certain matters with respect to the ownership and
transfer by Stockholder of the shares of Common Stock now or hereafter issued
or sold to Stockholder;


 


NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.       Definitions.  As used in this Agreement, the following
capitalized terms shall have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. 
For purpose of the foregoing, the terms “controls,” “controlling,” “controlled
by” and “under common control with” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
agreement, or otherwise.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Board”
means the Board of Directors of the Company.


 


“Business”
shall mean the business of, or Person that is engaged in the business of, or
any business activity that is the same as or similar to, or competitive
(directly or indirectly) with the business of providing radiation therapy,
medical oncology and related oncology services and providing physician practice
management services for medical and radiation oncologists engaged in by the
Company, its Subsidiaries and/or their respective Affiliates.


 


“Call
Notice” shall have the meaning set forth in Section 4.3.


 

















 


“Call
Right” shall have the meaning set forth in Section 4.1.


 


“Capital
Stock” means (i) any Common Stock, (ii) any Warrants,
(iii) any Common Stock issued or issuable directly or indirectly upon
exercise of Warrants, (iv) any other equity security that may be issued
from time to time by the Company and (v) any equity security issued or
issuable with respect to the securities referred to in clauses (i), (ii),
(iii) and (iv) above by way of any dividend, split or the like, or in
connection with a combination of shares, recapitalization, merger, consolidation,
exchange or other reorganization.


 


“Cause” shall mean good cause to
terminate an employee’s employment, a consultant’s engagement, and/or
directorship, as the case may be, as determined in good faith by the Board or
Compensation Committee of the Board in its absolute discretion, or if
Stockholder is a party to a written employment agreement with the Company or
its Subsidiary, then as such term is defined in the applicable agreement of
Stockholder.


 


“Common
Stock” shall have the meaning set forth in the recitals.


 


“Company”
shall have the meaning set forth in the preamble.


 


“Company
Activities” shall have the meaning set forth in Section 7.2(ii).


 


“Competitor”
means any Person that is engaged in the Business.


 


“Confidential
Information” shall mean all confidential and proprietary information of the
Company and any of its subsidiaries, including, without limitation, the Company’s
contractor, customer, supplier and vendor lists and information, marketing
strategies, pricing policies or characteristics, product or product
specifications, designs, software systems, leasing costs, cost of equipment,
business or business prospects, plans, proposals, codes, marketing studies,
research, reports, investigations, trade secrets or other information of
similar character.  Confidential
Information shall not include (i) information which is generally available
to the public, (ii) information obtained by Stockholder from third persons
other than employees or executives of the Company, its subsidiaries, the
Company and the Company’s Affiliates not under agreement to maintain the
confidentiality of the same, and (iii) information which is required to be
disclosed by law or legal process.


 


“Covenants”
shall have the meaning set forth in Section 7.4(i).


 


“Disability”
means a physical or mental disability or infirmity that prevents the material
performance by an individual of his duties to the Company lasting for ninety
(90) days within a twelve (12) month period or a continuous period of six
months or longer.  In the case of
Stockholder who is a natural person and is employed by the Company, such duties
shall be those as set forth in such person’s employment with the Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time.


 


“Fair
Market Value” shall have the meaning set forth in Section 4.2(iii).


 


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“Family
Group” means as to any natural Person, his or her current spouse, parents,
parents-in-law, grandparents, children, siblings, and grandchildren, whether by
marriage, birth or adoption, and any trust or estate, all of the beneficiaries
of which consist of such Person or members of such Person’s Family Group.


 


“Genstar
Approved Sale” shall have the meaning set forth in Section 3.1.


 


“Genstar
Parties” means Genstar Capital Partners IV, L.P. and/or one or more of its
Affiliates, and also shall include any Transferee of a Genstar Party who agrees
to be bound by the terms of this Agreement pursuant to Section 2.3.


 


“Parties”
means Stockholder and the Company.


 


“Permitted
Transfer” shall have the meaning set forth in Section 2.1.


 


“Permitted
Transferee” shall have the meaning set forth in Section 2.1.


 


“Person”
means an individual, a partnership, limited partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, a business or charitable organization, an unincorporated
organization, a governmental entity or any department, agency or political
subdivision thereof or any other legal entity of any kind.


 


“Pro
Rata Portion” shall have the meaning set forth in Section 3.4.


 


“Post-Termination
Period” shall have the meaning set forth in Section 7.2(i).


 


“Public
Offering” means the issuance and sale of equity securities of the Company
to the public pursuant to a registration statement under the Securities Act
which has been declared effective by the SEC.


 


“Qualified
Public Offering” means a firmly underwritten Public Offering (which may be
the initial Public Offering) as a result of which the common equity of the
Company shall have an aggregate value, based on the price of such securities
offered to the public, of at least $150,000,000; provided, however,
that the term “Qualified Public Offering” shall not include any Public
Offering (i) relating to any Capital Stock or other rights to acquire any
such Capital Stock issued or granted or to be issued or granted primarily to
directors, officers or employees of the Company, (ii) filed pursuant to
Rule 145 under the Securities Act or any successor or similar provision,
(iii) relating to any employee benefit plan or interests therein or
(iv) relating solely to any shares of debt securities of the Company.


 


“Repurchase Price” shall have the
meaning set forth in Section 4.2.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


“Stockholder”
shall have the meaning set forth in the preamble.


 


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“Subsidiary”
of a Person, shall mean any other Person 50% or more of the voting stock (or of
any other form of other voting or controlling equity interest in the case of a
Person that is not a corporation) of which is beneficially owned by such Person
(directly or indirectly through one or more Subsidiaries).


 


“Terminated
Party Stock” shall have the meaning set forth in Section 4.1.


 


“Transfer”
shall mean to, directly or indirectly, (i) sell, transfer, assign, gift,
pledge, hypothecate, encumber or otherwise dispose of, (ii) issue, sell or
grant any Warrant or other right to do or cause to be done any of the
foregoing, (iii) enter into or grant any proxy with respect to any voting
or similar arrangement (whether with or without consideration and whether
voluntarily or by operation of law) or (iv) any other transfer of
beneficial ownership whether voluntary or involuntary, including without
limitation (i) as part of any liquidation of assets or (ii) as part
of any reorganization pursuant to the United States or other bankruptcy laws or
other similar debtor relief laws. “Transferred” shall have the
correlative meaning.


 


“Warrants”
means any warrants, options, any securities of the Company or any Subsidiary of
the Company which are convertible into, or other contractual or purchase rights
to acquire any, Common Stock or other equity securities issued, issuable or to
be issued by the Company or any Subsidiary of the Company.


 


Section 2.       General Restrictions on
Transfer of Capital Stock and Other General Provisions.


 


2.1           Transfer of Capital Stock.  Subject to this Section 2, Stockholder
shall not Transfer any of its Capital Stock at any time without the prior
written consent of the Board. 
Notwithstanding the restrictions set forth in the immediately preceding
sentence, but subject to Sections 2.2, 2.3 and 2.4, the following Transfers are
permitted without the consent of the Board: (i) any Transfer of Capital
Stock to the Company, a Genstar Party or any Affiliate thereof, (ii) any
Transfer of Capital Stock by Stockholder who is a natural Person to a member of
such transferor’s Family Group, provided that Stockholder retains the sole and
exclusive right to vote and dispose of any Capital Stock so transferred, (iii) any
Transfer of Capital Stock pursuant to applicable laws of descent and
distribution, including to executors and administrators, (iv) any Transfer
of Capital Stock pursuant to a Public Offering or pursuant to Rule 144 of
the Securities Act, and (v)  any other Transfer completed in compliance
with Section 3 hereof, each such Transfer, a “Permitted Transfer”
and each such transferee, a “Permitted Transferee”).  Any attempt to Transfer any Capital Stock not
in compliance with this Agreement shall be null and void and neither the
Company nor any transfer agent shall give any effect in the Company’s stock
records to such attempted Transfer.


 


2.2           Restrictions on Transfer.  Notwithstanding any contrary provision in
this Agreement, any otherwise permitted Transfer to any Person shall be null
and void if:


 


(i)            such Transfer may require the registration of such Transferred Capital
Stock pursuant to any applicable federal or state securities laws;


 


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(ii)           such Transfer may subject the Company to regulation under the Investment
Company Act of 1940, the Investment Advisers Act of 1940 or the Employee
Retirement Income Security Act of 1974, each as amended;


 


(iii)          such Transfer may result in a violation of applicable laws;


 


(iv)          such Transfer is made to any Person who lacks the legal right, power or
capacity to own such Capital Stock;


 


(v)           such Transfer is made by Stockholder to a Competitor without the prior
written consent of the Board, which consent may be given or withheld in the
Board’s sole and absolute discretion; or


 


(vi)          the Company does not receive written instruments (including copies of any
instruments of Transfer and such Person’s consent to be bound by this
Agreement) that are in a form satisfactory to the Board (in its sole and
absolute discretion).


 


2.3           Agreement to be Bound.  Any Transfer of Capital Stock by any holder
thereof who is then a party to this Agreement shall be subject to the condition
that the transferee shall agree in writing to be bound by the terms of this
Agreement, and such transferee shall execute and deliver to the Company a counterpart
of this Agreement.


 


2.4           Legends.  Each agreement or certificate (if any)
evidencing any Capital Stock and each agreement or certificate (if any) issued
in exchange for or upon the transfer of any Capital Stock shall be stamped or
otherwise imprinted with legends in substantially the following form:


 


“THE
SALE, TRANSFER, HYPOTHECATION, NEGOTIATION, PLEDGE, ASSIGNMENT, ENCUMBRANCE OR
OTHER DISPOSITION OF THIS SHARE CERTIFICATE AND THE SHARES OF STOCK REPRESENTED
HEREBY ARE RESTRICTED BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND
PROVISIONS OF A CERTAIN STOCKHOLDERS AGREEMENT, DATED AS OF [DATE SET FORTH ON
THE SIGNATURE PAGE], BETWEEN THE COMPANY AND [NAME OF STOCKHOLDER] OF THE
COMPANY PARTY THERETO, WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE
SECURITIES 


 


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ACT
OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.”


 


2.5           Termination.  Section 2.1 shall terminate upon the
consummation of a Qualified Public Offering.


 


Section 3.       Bring-Along Rights.


 


3.1           Bring-Along Right.  If the Genstar Parties propose the Transfer,
and the Board approves such Transfer, of Capital Stock to a purchaser that is
not an Affiliate of any Genstar Party or the Company, in each case by way of
any sale of Capital Stock, merger, consolidation, business combination,
reorganization or recapitalization (each, a “Genstar Approved Sale”),
Stockholder shall, upon the request of such Genstar Party, (i) vote for,
consent to, raise no objections to, and take all actions required, necessary or
desirable in connection with the consummation of the Genstar Approved Sale as
requested by such Genstar Party; (ii) Transfer the Pro Rata Portion of its
Capital Stock being Transferred in such Genstar Approved Sale on the same terms
and conditions approved by the Board and applicable to such Transfer by the
Genstar Parties (including the payment of the same consideration per share for
each share of Capital Stock sold); and (iii) agree to become a party to
any proposed agreement for the sale of such shares and to execute any
agreement, certificate or other documents required to be executed in connection
with such sale.  The Company shall
provide Stockholder with written notice at least ten (10) business days
prior to the proposed date of consummation of the Genstar Approved Sale, which
notice shall describe in reasonable detail the proposed Genstar Approved Sale,
including the identity of the proposed transferee, the amount (by class, series
or type, as applicable) of Capital Stock proposed to be Transferred to the
transferee, the consideration for each class, series or type of Capital Stock
being Transferred, any other material terms of the proposed Transfer and the date
the Genstar Approved Sale is proposed to be consummated.  If Stockholder fails to comply with the
provisions of this Section 3.1, the Genstar Parties shall be entitled to
treat such failure as a breach of this Agreement for which the Genstar Parties
shall be entitled to specific performance and/or damages.


 


3.2           Conditions.  The obligations of Stockholder with respect
to the Genstar Approved Sale are subject to the conditions that, upon the
consummation of the Genstar Approved Sale, Stockholder shall have the right to
receive the same form of consideration with respect to such Capital Stock as
are received by the Genstar Parties.


 


3.3           Costs and Expenses.  Stockholder shall bear, and shall not be
required to bear more than, his or her proportional share (based upon the
consideration to be received for its Capital Stock to be Transferred) of the
costs of such Genstar Approved Sale to the extent such costs are incurred for
the benefit of all selling stockholders and are not otherwise paid by the
Company or the acquiring party.  Costs
incurred by Stockholder on his or her own behalf in connection with the Genstar
Approved Sale will not be considered costs of the Genstar Approved Sale and
shall be borne entirely by Stockholder. 
Costs incurred by the Company, and costs incurred by the Genstar Parties
for the collective benefit of all selling stockholders in connection with the
Genstar Approved Sale and not otherwise paid by the acquiring party shall be
borne by the Company.


 


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3.4           Pro Rata Portion.  For purposes of this Section 3, “Pro
Rata Portion” shall mean, a portion of such Stockholder’s Capital Stock
equal to the product of (i) all of Stockholder’s Capital Stock multiplied
by (ii) a fraction whose numerator is the total amount of Capital Stock
being Transferred by the Genstar Parties in such Genstar Approved Sale and
whose denominator is the total amount of Capital Stock then held (prior to
giving effect to such Genstar Approved Sale) by the Genstar Parties.


 


3.5           Exclusions.  This Section 3 shall not apply to any
Permitted Transfers (excluding clause (v) of the definition of Permitted
Transfers).


 


3.6           Termination.  This Section 3 shall terminate upon the
consummation of a Qualified Public Offering.


 


Section 4.       Call Right; Purchase Price.


 


4.1           Call Right.  In the event that Stockholder ceases to be an
employee and/or a director of the Company or a Subsidiary of the Company, or in
the event that a Stockholder who is a consultant of the Company or a Subsidiary
ceases to be a consultant of the Company or a Subsidiary, whether by reason of
voluntary or involuntary termination, death or Disability, or dissolution or
liquidation, as the case may be, or otherwise (the date of the occurrence of
the foregoing being referred to as the “Termination Date”), the shares
of Common Stock, and any other securities of the Company, owned by Stockholder,
whether held by Stockholder or one or more transferees referred to above in
Sections 2.1 (the “Terminated Party Stock”), shall be subject to
repurchase by the Company (the “Call Right”) to be exercised in the
Company’s sole discretion.


 


4.2           Purchase Price.  The repurchase price for Terminated Party
Stock payable by the Company or its designee upon exercise of the Call Right
(collectively referred to as the “Repurchase
Price”) shall be as follows:


 


(i)            in the event Stockholder ceases to be an employee, director or consultant
for any reason other than for Cause, the Fair Market Value of the Terminated
Party Stock subject to the Call Right on the date of the Call Notice (less any
applicable exercise price); and


 


(ii)           in the event the employment, directorship or consulting arrangement of
Stockholder is terminated by the Company or any of its Subsidiaries, as
applicable, for Cause, the lesser of (A) the Fair Market Value of the
Terminated Party Stock subject to the Call Right on the date of the Call Notice
(less any applicable exercise price) and (B) the aggregate price paid for
such Terminated Party Stock by Stockholder.


 


(iii)          The “Fair Market Value” of the Terminated Party Stock shall be determined
in good faith by the Compensation Committee of the Board or the Board.


 


4.3           Call Notice.  The Call Right shall be exercised by written
notice (the “Call Notice”) to Stockholder within nine (9) months
after the Termination Date, setting forth the terms of the repurchase,
including the Repurchase Price.  The
repurchase of Terminated 


 


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Party Stock pursuant to the exercise of a Call Right
shall take place no later than sixty (60) days following the date of the Call
Notice.  On such date, Stockholder shall
transfer the Terminated Party Stock subject to the Call Notice to the Company
or its designee, free and clear of all liens and encumbrances, by delivering to
the Company the certificates representing the Terminated Party Stock to be
purchased, duly endorsed for transfer to the Company or its designee or
accompanied by a stock power duly executed in blank, and the Company or its
designee shall pay to Stockholder the Repurchase Price.  The Company and Stockholder each shall use
his, her or its reasonable efforts to expedite all proceedings contemplated
hereunder to obtain a determination of the Repurchase Price of the Terminated
Party Stock at the earliest practicable date.


 


Section 5.       Board of Directors.  From and after the date hereof, Stockholder  shall vote all of his, her or its Capital Stock which are
voting shares and any other voting securities of the Company over which
Stockholder has voting control  and shall take
all other necessary or desirable actions within his or her control (whether in
his, her or its capacity as Stockholder, director, or officer of the Company or
otherwise, and including, without limitation, attendance at meetings in Person
or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings) to elect to the Board one or more individuals
nominated by the Board and to remove from the Board (with or without cause) any
Board member as directed by a majority of the Board or holders of a majority of
the Capital Stock.  Section 5 shall
terminate upon the consummation of a Qualified Public Offering.


 


Section 6.       Representations and
Warranties by Stockholder. 
Stockholder represents and warrants that:  Stockholder has full legal capacity, power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder; and this Agreement has been duly authorized, executed
and delivered by Stockholder and this Agreement is the legal, valid and binding
obligation of Stockholder, enforceable against it in accordance with the terms
hereof and thereof, subject to (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent transfer,
preferential transfer or distribution laws and other similar laws now or
hereafter in effect relating to or affecting the rights of creditors generally;
and (ii) the effect of (a) general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law
and (b) the discretion of any court in which an action is brought.


 


Section 7.       Covenants.


 


7.1           Records and Confidential
Data.


 


(i)            Acknowledgement. Stockholder
acknowledges that, in connection with the performance of his or her duties for
the Company as an employee, consultant, executive officer and/or director under
the terms of this Agreement, that the Company has made and will make available
to Stockholder, or Stockholder will have access to, certain Confidential
Information of the Company and its Affiliates. 
Stockholder acknowledges and agrees that any and all Confidential Information
learned or obtained by Stockholder during the course of Stockholder’s
employment, engagement or directorship with the Company or otherwise
(including, without limitation, information


 


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that
Stockholder obtained through or in connection with Stockholder’s employment,
consultancy and/or directorship with the Company prior to the date hereof)
whether developed by Stockholder alone or in conjunction with others or
otherwise, shall be and is the property of the Company and its Affiliates.


 


(ii)           Confidentiality Obligations.  Stockholder shall at all times keep all
Confidential Information confidential and will not use such Confidential
Information other than in connection with Stockholder’s discharge of
Stockholder’s duties to the Company and its Affiliates, and will safeguard the
Confidential Information from unauthorized disclosure.  This covenant is not intended to, and does
not limit in any way Stockholder’s duties and obligations to the Company under
statutory and common law not to disclose or make personal use of the
Confidential Information or trade secrets.


 


(iii)          Return of Confidential Information.  Promptly, but no later than five (5) business
days following the termination of Stockholder’s employment, consulting
engagement or directorship with the Company, Stockholder will return to the
Company all written Confidential Information which has been provided to
Stockholder and Stockholder will destroy all copies of any financial records, patient
lists, marketing documents and all other documents prepared by Stockholder or
for Stockholder’s use containing or reflecting any Confidential
Information.  Stockholder shall, upon
written request of the Company and within five (5) business days of the
receipt of such request by Stockholder, deliver to the Company a document
certifying that such written Confidential Information has been returned or
destroyed in accordance with this Section 7.1(iii).


 


7.2           Additional Covenants.


 


(i)            No Diversion.  Stockholder covenants and agrees that
(A) during Stockholder’s employment, consulting engagement and/or
directorship with the Company, and (B) for one (1) year following
termination of Stockholder’s employment, consulting engagement and/or
directorship (the “Post-Termination Period”), Stockholder shall not
intentionally divert or attempt to divert or take advantage of or attempt to
take advantage of any actual or potential business opportunities of the Company
in which it has a current interest or expectancy (e.g., joint ventures, other business combinations, investment
opportunities, relationships with contractors, customers, suppliers and vendors
of the Company, and other similar opportunities) which Stockholder became aware
of as the result of and during Stockholder’s employment, consulting engagement
and/or directorship with the Company. 
Notwithstanding anything to the contrary in the foregoing, this shall
not limit Stockholder from investing in or serving on the board of directors of
any entity that is not engaged in the Business.


 


(ii)           Non-Competition.  Stockholder acknowledges and agrees that the
Company’s Confidential Information is an important business asset, and that if
Stockholder were to work for or engage in any activity competitive with the
Company, that it is likely that Stockholder would use or disclose Confidential
Information.  In addition, Stockholder
acknowledges and agrees that he or she has and will continue to play an
integral role in the development and maintenance of goodwill between the 


 


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Company
and its customers.  Accordingly, in order
to protect the Company’s Confidential Information and customer goodwill,
Stockholder covenants and agrees that (A) during Stockholder’s employment,
consulting engagement and/or directorship with the Company, and (B) for
the Post-Termination Period, Stockholder shall not knowingly directly or
indirectly own an interest in, operate, join, control, advise, consult to, work
for, serve as a director or manager of, have a financial interest in, or
participate in any corporation, partnership, proprietorship, firm, association,
person, or other entity that engages (or engaged) in the Business (“Company
Activities”).  This Covenant applies
to Company Activities in any territory or jurisdiction in which the Company is
doing business or is making an active effort to do business during the term of
Stockholder’s service and during the Post-Termination Period.  This Covenant does not prohibit the mere
passive ownership of less than two percent (2%) of the outstanding stock of any
public corporation as long as Stockholder is not otherwise in violation of this
Covenant.


 


(iii)          Non-Recruitment.  Stockholder agrees that the Company has
invested substantial time and effort in assembling its present workforce.
Accordingly, Stockholder covenants and agrees that during Stockholder’s
employment, consulting engagement and/or directorship with the Company and for
the Post-Termination Period, Stockholder shall not directly or indirectly
entice or solicit any of the Company’s employees or contractors to leave their
employment or engagement with the Company and, for the Post-Termination Period,
Stockholder shall not hire any person employed by the Company during the twelve
(12) month period prior to the date of termination of Stockholder’s employment,
consulting engagement and/or directorship with the Company.


 


7.3           Effect of Other Agreements.  If Stockholder has entered into or enters
into a separate written non-competition and/or confidentiality agreement with
the Company or any of its Subsidiaries, then such agreement supersedes Sections
7.1 and 7.2 of this Agreement so long as such agreement remains in effect.


 


7.4           Enforcement of the Covenants.


 


(i)            Remedies.  Stockholder acknowledges that should he
violate any of the covenants contained in Sections 7.1 and 7.2 above
(collectively “Covenants”), it will be difficult to determine the
resulting damages to the Company and, in addition to any other remedies the
Company may have, the Company shall be entitled to seek temporary injunctive
relief without being required to post a bond and permanent injunctive relief
without the necessity of proving actual damage. 
The Company may elect to seek one or more of these remedies at the
Company’s sole discretion on a case by case basis.  Failure to seek any or all remedies in one
case shall not restrict the Company from seeking any remedies in another
situation.  Such action by the Company
shall not constitute a waiver of any of the Company’s rights.  Stockholder acknowledges and agrees that any
breach of any of the Covenants during the period of Stockholder’s employment,
consulting engagement and/or directorship with the Company shall be grounds for
immediate termination for Cause.


 


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(ii)           Severability and Modification of Any Unenforceable Covenant.  It is the parties’ intent that
each of the Covenants be read and interpreted with every reasonable inference
given to its enforceability.  However, it
is also the parties’ intent that if any term, provision or condition of the
Covenants is held to be invalid, void or unenforceable, the remainder of the
provisions thereof shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. 
Finally, it is also the parties’ intent that if it is determined that
any of the Covenants are unenforceable because of overbreadth, then the
Covenants shall be modified so as to make such Covenants reasonable and
enforceable under the prevailing circumstances.


 


(iii)          Tolling.  In the event of the breach by Stockholder of
any Covenant, the running of the period of restriction shall be automatically
tolled and suspended for the amount of time that the breach continues, and
shall automatically recommence when the breach is remedied so that the Company
shall receive the benefit of Stockholder’s compliance with the Covenants.  This Section 7.4(iii) shall not
apply to any period for which the Company is awarded and receives actual
monetary damages for breach by Stockholder of a Covenant with respect to which
this Section 7.4(iii) applies.


 


(iv)          Construction.  Any reference to the Company in this Section 7
shall include the Company and all of its Subsidiaries.


 


Section 8.       Miscellaneous.


 


8.1           Dividends, Splits, Other
Recapitalizations, Etc.  The provisions of this Agreement shall apply
to the Capital Stock and any and all other equity interests evidencing
ownership interests in any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in exchange for, or in substitution of any Capital Stock, by reason
of any dividend, split, reverse split, combination, recapitalization,
liquidation, reclassification, merger, consolidation or otherwise.


 


8.2           No Assignments; Binding
Effect.  Neither this Agreement nor any
of the rights or obligations hereunder may be assigned by any Party except in
accordance with the terms hereof.  The
provisions of this Agreement shall be binding upon and accrue to the benefit of
the Parties hereto and their respective heirs, legal representatives,
successors and permitted assigns.  No
transferee (including Permitted Transferees) shall derive any rights under
this Agreement unless and until such transferee has delivered to the Company a
counterpart signature page to this Agreement and a written, valid and
binding agreement to be bound by the terms of this Agreement.


 


8.3           Amendments.  Amendments may be made to this Agreement from
time to time by the Board, without the consent of Stockholder, including, but
not limited to amendments: (i) to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein; (ii) to make any other provisions with respect to
matters or questions arising under this Agreement that are not inconsistent
with the provisions of this Agreement; (iii) to delete or add any
provision of this Agreement required to be so deleted or added by any federal
or state official, which addition or deletion is deemed by such official to be
for the benefit or protection of all of Stockholder; and (iv) in
connection with the issuance of 


 


11

















 


Capital Stock to any additional Stockholder,
including to reflect the admission as Stockholder to this Agreement; provided that this Agreement may not be amended in a manner which
adversely and disproportionately affects the interests of Stockholder (relative
to other stockholders who have entered into a stockholders agreement with the
Company similar to this Agreement) without the consent of Stockholder.


 


8.4           Notices.  Any notice, consent, payment, demand, or
communication required or permitted to be given by any provision of this
Agreement shall be in writing and shall be delivered personally to the
Person or to an officer of the Person to whom the same is directed or sent by
facsimile or registered or certified mail, return receipt requested, postage
prepaid, addressed as follows: if to the Company, to the Company at the address
set forth below, or to such other address as the Company may from time to time
specify by notice to Stockholder; if to Stockholder, to Stockholder at the
address set forth below or to such other address as Stockholder may from time
to time specify by notice to the Company. 
Any such notice shall be deemed to be delivered, given and received for
all purposes as of: (i) the date so delivered, if delivered personally,
(ii) upon confirmed receipt, if sent by facsimile or (iii) on the
date of receipt or refusal indicated on the return receipt, if sent by
registered or certified mail, return receipt requested, postage and charges
prepaid and properly addressed.  Subject
to the foregoing, notice shall be sent:


 


If to Stockholder, addressed to:


 


the address set forth on the signature page attached
hereto.


 


If
the Company, addressed to:


 


OnCure
Holdings, Inc.

c/o Genstar Capital, L.L.C.

Four Embarcadero Center, Suite 1900

San Francisco, CA 94111

Attention:  Robert J. Weltman

Telecopy:  (415) 834-2383


 


8.5           Governing Law.  This Agreement, including its existence,
validity, construction, and operating effect, and the rights of each of the
parties hereto, shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to otherwise governing principles of
choice of law or conflicts of law.


 


8.6           Dispute Resolution; Venue.  The parties hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out of or
in connection with this Agreement shall be brought only in the Chancery Court
of the State of Delaware, (ii) consent to submit to the exclusive
jurisdiction of the Chancery Court of the State of Delaware for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii) waive
any objection to the laying of venue of any such action or proceeding in the
Chancery Court of the State of Delaware and (iv) waive, and agree not to
plead or to make, any claim that any such action or proceeding brought in the
Chancery Court of the State of Delaware has been brought in an improper or
otherwise inconvenient forum.  EACH OF
THE PARTIES HERETO WAIVES 


 


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ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) RELATED TO OR
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.


 


8.7           Remedies.  Stockholder acknowledges that if any disputes
arise out of or relate to a breach of this Agreement by Stockholder, the
Company (i) would be irreparably and immediately harmed by such breach,
(ii) could not be made whole by monetary damages and (iii) shall be
entitled to temporary and permanent injunctions (or their functional
equivalents) to prevent any such breach and/or to compel specific performance
with this Agreement, in addition to all other remedies to which such parties
may be entitled at law or in equity (in each case, without posting a bond or
other security).


 


8.8           Cumulative Remedies.  All rights and remedies of each Party are
cumulative of each other and of every other right or remedy such Party may
otherwise have at law or in equity, and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies.


 


8.9           Invalidity.  If any one or more of the provisions
contained in this Agreement or in any other instrument referred to herein,
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement or any other such instrument.


 


8.10         Interpretation.  All references herein to Sections shall be
deemed to be references to Sections to this Agreement unless the context shall
otherwise require.  The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation.”  The term “or” is not
exclusive.  The word “extent” in the
phrase “to the extent” shall mean the degree to which a subject or other thing
extends, and such phrase shall not mean simply “if.”  The words “date hereof” shall refer to the
date set forth on the cover page of this Agreement.  All accounting terms not defined in this
Agreement shall have the meanings determined by United States generally
accepted accounting principles as in effect from time to time.  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.  Unless otherwise expressly
provided herein, any agreement, instrument or statute defined or referred to
herein or in any agreement or instrument that is referred to herein means such
agreement, instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and references to all attachments thereto and instruments incorporated
therein.


 


8.11         No Third Party Beneficiaries.  None of the provisions of this Agreement
shall be for the benefit of or be enforceable by any creditor of the Company or
by any creditor of Stockholder.  Except
as set forth in Section 3.1, this Agreement is not intended to confer any
rights or remedies hereunder upon, and shall not be enforceable by, any Person
other than the parties hereto.


 


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8.12         Independent Legal Advice.  Stockholder acknowledges that the Company has
recommended to him, her or it that he, she or it obtain individual, independent
legal advice concerning the terms of this Agreement and the advisability of
entering into this Agreement prior to executing it.


 


8.13         No Additional Rights.  Nothing contained in this Agreement (i) obligates
the Company or any Affiliate of the Company to employ Stockholder in any
capacity whatsoever; (ii) confers upon Stockholder the right to continue
to serve as a director or consultant; (iii) prohibits or restricts the
Company or any Affiliate of the Company from terminating the employment, if
any, of Stockholder at any time or for any reason whatsoever, with or without
cause; (iv) prohibits or restricts the Company or any Affiliate from
terminating a consultant’s service at any time for any reason with or without
cause, except to the extent expressly provided otherwise in writing; or (v) restricts
in any way the rights of Stockholder of the Company or any of its Subsidiaries
to remove Stockholder as a director at any time for any reason whatsoever.  Stockholder hereby acknowledges and agrees
that neither the Company, any of its Subsidiaries nor any other person has made
any representations or promises whatsoever concerning Stockholder’s employment,
consultancy or directorship, or continued employment or consultancy by the
Company or any Affiliate of the Company, except pursuant to any employment
agreement by and between Stockholder and the Company or any Affiliate of the
Company in effect from time to time for so long as this Agreement remains in
effect.


 


8.14         Offsets.  The Company shall be permitted to offset and
reduce from any amounts payable to Stockholder the amount of any indebtedness
or other obligation or payment owing to the Company by Stockholder.  The Company shall provide Stockholder a
detailed statement of the basis for any amount withheld signed by an officer of
the Company.


 


8.15         Multiple 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.  Counterparts may be delivered by telecopy
transmission.


 


[Signature page follows]


 


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IN
WITNESS WHEREOF, the Parties hereto have caused this Stockholders Agreement to
be duly executed on their respective behalf, by their respective officers
thereunto duly authorized, all as of 
                          .


 


	
   

  	
  ONCURE
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Address:
                             

  
	
   

  	
   

  	
                                            

  
	
   

  	
   

  	
                                            

  
	
   

  	
   

  	
  Telecopy:
                           

  



 


[Signature Page to Stockholders Agreement]