Exhibit 10.5


 


FORM OF US ONCOLOGY HOLDINGS, INC.

UNIT AWARD AGREEMENT

UNDER THE 2004 LONG-TERM CASH INCENTIVE PLAN


 


This Unit
Award Agreement (this “Agreement”) is made as of August 20, 2004
(the “Effective Date”), between US Oncology Holdings, Inc., a Delaware
corporation (the “Company”), and [            ] (the “Participant”).


 


WHEREAS, the
Company has adopted the 2004 Long-Term Cash Incentive Plan (the “Plan”),
all of the terms and provisions of which are incorporated herein by reference
and made a part hereof;


 


WHEREAS, the
Company or a Subsidiary thereof has employed the Participant to provide
valuable services to the Company or such Subsidiary;


 


WHEREAS, in
order to provide an incentive to the Participant in respect of his employment
with the Company or such Subsidiary, the Committee has approved and authorized
the award of Units to the Participant, subject to the terms of the Plan and
this Agreement; and


 


                WHEREAS,
all capitalized terms used but not defined herein shall have the meanings set
forth in the Plan.


 


NOW,
THEREFORE, in consideration of the services rendered and to be rendered by the
Participant, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Participant
agree to the terms and conditions set forth herein.


 


1.             Award
of Units.  The Company hereby awards
to the Participant, effective as of the date hereof, [            ] Units.


 


2.             Transferability.   Units are not transferable and may not be sold, assigned,
transferred, pledged, or otherwise disposed of under any circumstances, except
as designated by the Participant by will or by the laws of descent and
distribution.  The Units shall not be
subject to execution, attachment or similar process.  Upon any attempt to sell, assign, transfer, pledge, or otherwise
dispose of Units or any rights under this Agreement contrary to the provisions
of the Plan or this Agreement, or upon the levy of any attachment or similar
process upon the Units or such rights, the Units and such rights shall
immediately become null and void.


 


3.             Forfeiture
of Units.  As provided in the Plan,
the Units awarded pursuant to this Agreement shall immediately be forfeited to
the Company and cease to be outstanding upon the termination of the
Participant’s employment with the Company or its Subsidiaries for any reason
other than death or Disability.  Upon
the termination of the Participant’s employment due to the Participant’s death
or Disability, 50% of the Units awarded pursuant to this Agreement shall immediately
be forfeited to the Company and cease to be outstanding, and the remaining 50%
of the Units awarded pursuant to this Agreement shall be vested and the
Participant shall remain entitled to the benefits of this Agreement in respect
of such vested Units.


 






















 


4.             Plan
Governing.   The Participant hereby
acknowledges receipt of a copy of the Plan and accepts and agrees to be bound
by all of the terms and conditions of the Plan as if set out verbatim in this
Agreement.  In the event of a conflict
between the terms of the Plan and the terms of this Agreement, the terms of the
Plan shall control.


 


5.             Miscellaneous.  This Agreement may be amended only by
written agreement of the Participant and the Company and may be amended without
the consent of any other person.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, representatives, heirs,
descendants, distributees and permitted assigns.  This Agreement may be executed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


 


[Signature page follows]


 


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


 


 


	
   

  	
  US ONCOLOGY HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [                   ]

  



 


 


	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                   ]

  



 


 


SIGNATURE PAGE TO UNIT AWARD
AGREEMENT