EXHIBIT 10.103


 


FORM OF


INDEMNIFICATION
AGREEMENT


(DIRECTORS
AND/OR OFFICERS)


 


THIS
INDEMNIFICATION AGREEMENT (“Agreement”), is made and entered into as of the
         day of
                      ,
2004, by and between RADIATION THERAPY SERVICES, INC., a Florida
corporation (the “Company”), and
                                        ,
(the “Indemnitee”).


 


RECITALS


 


WHEREAS, it is
essential to the Company to retain and attract highly qualified individuals to
serve as directors and officers;


 


WHEREAS, the Company
desires to retain the services of the Indemnitee as a director and/or officer
of the Company;


 


WHEREAS, the
Company recognizes that the increased risk of litigation  and other claims being asserted against
directors and officers of public  companies in today’s environment it is necessary to
provide indemnification for  directors and officers to assure their services;  


 


WHEREAS, the
Company and Indemnitee recognize that the costs and  expense of defending against such litigation, whether
or not meritorious, is  beyond the financial resources of many individuals; and  


 


WHEREAS, the
Company is willing to indemnify the Indemnitee to the  maximum extent permitted by law in order
to retain the services of the  Indemnitee.  


 


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


 


1.                     MANDATORY INDEMNIFICATION IN THIRD PARTY
PROCEEDINGS. The Company shall indemnify and hold harmless the Indemnitee from
and against any and all claims,


 

















 


damages, expenses
(including attorneys’ and other professionals’ fees and  costs), judgments, settlements, penalties,
fines (including excise taxes  assessed with respect to an employee benefit plan),
amounts paid in settlement  and all other liabilities actually and reasonably
incurred or paid by him in  connection with the investigation, defense,
prosecution, settlement or appeal of  any threatened, pending or completed action, suit or
proceeding, whether civil,  criminal, administrative, investigative or otherwise
(other than an action by or  in the right of the Company) and to which the
Indemnitee was or is a party or is  threatened to be made a party by reason of the fact
that the Indemnitee is or  was an officer, director, shareholder, employee or
agent of the Company, or is  or was serving at the request of the Company as an
officer, director, partner,  trustee, employee or agent of another corporation,
partnership, joint venture,  trust, employee benefit plan, or other enterprise, or
by reason of anything done  or not done by the  Indemnitee in any such capacity or capacities,
provided that the Indemnitee  acted in good faith and in a manner he reasonably
believed to be in or not  opposed to the best interests of the Company, and, with respect to any
criminal  action or
proceeding, had no reasonable cause to believe his conduct was  unlawful.  


 


2.                     MANDATORY INDEMNIFICATION IN PROCEEDINGS
BY OR IN THE NAME OF THE  COMPANY. The Company shall indemnify and hold harmless the Indemnitee
from and  against any
and all expenses (including attorneys’ and other professionals’ fees  and costs) and amounts paid in
settlement actually and reasonably incurred or  paid by him in connection with the investigation,
defense, prosecution,  settlement or appeal of any threatened, pending or completed action,
suit or  proceeding
by or in the right of the Company to procure a judgment in its favor,  whether civil, criminal, administrative,
investigative or otherwise, and to


 

















 


which the
Indemnitee was or is a party or is threatened to be made a party by  reason of the fact that the Indemnitee
is or was an officer, director,  shareholder, employee or agent of the Company, or is
or was serving at the  request of the Company as an officer, director, partner, trustee,
employee or  agent of
another corporation, partnership, joint venture, trust, employee  benefit plan or other enterprise, or by
reason of anything done or not done by  the Indemnitee in any such capacity or capacities,
provided that (i) the  Indemnitee acted in good faith and in a manner he
reasonably believed to be in  or not opposed to the best interests of the Company,
and (ii) no indemnification  shall be made under this Section 2 in respect of
any claim, issue or matter as  to which the Indemnitee shall have been adjudged to be
liable to the Company for  misconduct in the performance of his duty to the
Company unless and only to the  extent that the court in which such action, suit or
proceeding was brought (or  any other court of competent jurisdiction) shall
determine upon application  that, despite the adjudication of liability but in
view of all the circumstances  of the case, the Indemnitee is fairly and reasonably
entitled to indemnity for  such expenses which such court shall deem proper.


 


3.                     REIMBURSEMENT OF EXPENSES FOLLOWING
ADJUDICATION OF NEGLIGENCE. The  Company shall reimburse the Indemnitee for any
expenses (including attorneys’  and other professionals’ fees and costs) and amounts
paid in settlement actually  and reasonably incurred or paid by him in connection
with the investigation,  defense, settlement or appeal of any action or suit described in Section 2  hereof that results in an adjudication
that the Indemnitee was liable for  negligence, gross negligence or recklessness (but not
willful misconduct) in the  performance of his duties to the Company; provided,
however, that the Indemnitee  acted in good faith and in a manner he believed to be
in the best interests of  the Company.


 


4.                     AUTHORIZATION OF INDEMNIFICATION. Any
indemnification under Sections 1 and 2 hereof (unless ordered by a court) and
any reimbursement made under


 

















 


Section 3
hereof shall be made by the Company only as authorized in the specific  case upon a determination (the “Determination”)
that indemnification or  reimbursement of the Indemnitee is proper in the circumstances because
the  Indemnitee
has met the applicable standard of conduct set forth in Section 1, 2  or 3 hereof, as the case may be. Subject
to Sections 5.6, 5.7, 5.8 and 8 of this  Agreement, the Determination shall be made in the
following order of preference:


 


(1)           first, by the Company’s Board of
Directors (the  “Board”) by majority vote or consent of a quorum consisting of directors  (“Disinterested Directors”) who are not,
at the time of the Determination, named  parties to such action, suit or proceeding; or


 


(2)           next, if such a quorum of Disinterested
Directors  cannot be
obtained, by majority vote or consent of a committee duly designated  by the Board (in which designation all
directors, whether or not Disinterested  Directors, may participate) consisting solely of two
or more Disinterested  Directors; or


 


(3)           next, if such a committee cannot be
designated, by any independent legal counsel (who may be any outside counsel
regularly employed by the Company).


 


4.1           No Presumptions. The termination of any
action, suit or  proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo  contendere
or its equivalent, shall not, of itself, create a presumption that  the Indemnitee did not act in good faith
and in a manner that he reasonably  believed to be in or not opposed to the best interests
of the Company, and with  respect to any criminal action or proceeding, had reasonable cause to
believe  that his
conduct was unlawful.


 


4.2           Benefit Plan Conduct. The Indemnitee’s
conduct with respect to  an employee benefit plan for a purpose he reasonably believed to be in
the


 






 










 


interests of the participants in and beneficiaries of the plan shall be
deemed to be conduct that the Indemnitee reasonably believed to be not opposed
to the best interests of the Company. Employee benefits plans shall include,
but not be limited to, stock incentive plans, stock option plans, stock award
plans, stock purchase plans, 401(k) plans, pension plans, health and welfare
plans, retirement plans and the like.


 


4.3                                 Reliance as
Safe Harbor. For purposes of any Determination hereunder, the Indemnitee shall
be deemed to have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe
her conduct was unlawful, if his action is based on (i) the records or books of
account of the Company or another enterprise, including financial statements,
(ii) information supplied to him by the officers of the Company or another
enterprise in the course of their duties, (iii) the advice of legal counsel for
the Company or another enterprise, or (iv) information or records given or
reports made to the Company or another enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by the Company or another enterprise. The term "another
enterprise" as used in this Section 4.3 shall mean any other corporation
or any partnership, joint venture, trust, employee benefit plan or other
enterprise of which the Indemnitee is or was serving at the request of the Company
as an officer, director, partner, trustee, employee or agent. The provisions of
this Section 4.3 shall not be deemed to be exclusive or to limit in any way the
other circumstances in which the Indemnitee may be deemed to have met the
applicable standard of conduct set forth in Sections 1, 2 or 3 hereof, as the
case may be.


 


4.4                                 Success on
Merits or Otherwise. Notwithstanding any other provision of this Agreement, to
the extent that the Indemnitee has been successful on the merits or otherwise
in defense of any action, suit or proceeding described in Section 1 or 2
hereof, or in defense of any


 

















 


claim, issue or matter therein, he shall be
indemnified against expenses  (including
attorneys’ fees) actually and reasonably incurred by him in  connection with the investigation, defense, settlement or appeal
thereof. For  purposes of this Section 4.4,
the term “successful on the merits or otherwise”  shall
include, but not be limited to, (i) any termination, withdrawal, or  dismissal (with or without prejudice) of any claim, action, suit or
proceeding  against the Indemnitee without any express
finding of liability or guilt against  him,
(ii) the expiration of 120 days after the making of any claim or threat of  an action, suit or proceeding without the institution of the same and
without  any promise or payment made to induce a
settlement, or (iii) the settlement of  any
action, suit or proceeding under Section 1, 2 or 3 hereof pursuant to
which  the Indemnitee pays less than $50,000.


 


4.5                                 Partial Indemnification or Reimbursement. If the Indemnitee is  entitled under any provision of this Agreement to indemnification and/or  reimbursement by the Company for some or a portion of the claims,
damages,  expenses (including attorneys’ and other
professionals’ fees and costs)  judgments,
fines or amounts paid in settlement by the Indemnitee in connection  with the investigation, defense, settlement or appeal of any action
specified in  Section 1, 2 or
3 hereof, but not, however, for the total amount thereof, the  Company shall nevertheless indemnify and/or reimburse the Indemnitee for
the  portion thereof to which the Indemnitee is
entitled. The party or parties making  the
Determination shall determine the portion (if less than all) of such claims,  damages, expenses (including attorneys’ fees), judgments, fines or
amounts paid  in settlement for
which the Indemnitee is entitled to indemnification and/or  reimbursement under this Agreement.


 


4.6                                 Limitations on Indemnification. No indemnification pursuant to Sections
1 or 2 hereof shall be paid by the Company if a judgment (after exhaustion of
all appeals) or other final adjudication determines that the Indemnitee’s
actions, or omissions to act, were material to the cause of action so
adjudicated and constitute:


 

















 


(a)                                  a violation of criminal law, unless the Indemnitee had reasonable cause
to believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful;


 


(b)                                 a transaction from which the Indemnitee derived an improper personal
benefit within the meaning of Section 607.0850(7) of the Florida
Business Corporation Act;


 


(c)                                  in the event that the Indemnitee is a director of the Company, a
circumstance under which the liability provisions of Section 607.0834 of
the Florida Business Corporation Act are applicable; or


 


(d)                                 willful misconduct or conscious disregard for the best interests of the
Company in a proceeding by or in the right of the Company to procure a judgment
in its favor or in a proceeding by or in the right of a shareholder of the
Company.


 


Furthermore, the Company shall not be obligated
to indemnify the Indemnitee for:


 


(e)                                  expenses or liabilities of any type whatsoever to the extent that
Indemnitee has otherwise actually received full payment (under any insurance
policy, provision of the Company’s articles of incorporation, bylaws or
otherwise) of the amounts otherwise payable hereunder;


 


(f)                                    expenses and the payment of profits arising from the purchase and sale
by Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act or any similar successor statute;


 


(g)                                 claims initiated or brought voluntarily by the Indemnitee and not by way
of defense, except with respect to proceedings brought to establish or enforce
a right to indemnification, unless the Board of Directors has specifically
approved the initiation or bringing of such suit.


 

















 


5.                                                               PROCEDURES FOR DETERMINATION OF WHETHER STANDARDS HAVE BEEN SATISFIED.


 


5.1                                 Costs. All costs of making the Determination required by  Section 4 hereof shall be borne solely by the Company, including,
but not  limited to, the costs of legal counsel, and
judicial determinations. The Company  shall
also be solely responsible for paying (i) all reasonable expenses incurred  by the Indemnitee to enforce this Agreement, including, but not limited
to, the  costs incurred by the Indemnitee to obtain
court-ordered indemnification  pursuant
to Section 8 hereof, regardless of the outcome of any such application  or proceeding, and (ii) all costs of defending any suits or
proceedings  challenging payments to the Indemnitee under
this Agreement.


 


5.2                                 Timing of the Determination. The Company shall use its best efforts to
make the Determination contemplated by Section 4 hereof promptly. In addition,
the Company agrees:


 


(a)                                  if the Determination is to be made by the Board or a committee thereof,
such Determination shall be made not later than 15 days after a written request
for a Determination (a “Request”) is delivered to the Company by the
Indemnitee; and


 


(b)                                 if the Determination is to be made by independent legal counsel, such
Determination shall be made not later than 30 days after a Request is delivered
to the Company by the Indemnitee.


 


The failure to make a Determination within the
above-specified  time period shall
constitute a Determination approving full indemnification or  reimbursement of the Indemnitee. Notwithstanding anything herein to the  contrary, a Determination may be made in advance of (i) the
Indemnitee’s payment  (or incurring) of
expenses with respect to which indemnification or  reimbursement
is sought, and/or (ii) final disposition of the action, suit or  proceeding with respect to which indemnification or reimbursement is
sought.


 


5.3                                 Reasonableness of Expenses. The evaluation and finding as to the
reasonableness of expenses incurred by the Indemnitee for purposes of this


 














 


Agreement shall be made (in the following order
of preference) within 15 days after the Indemnitee’s delivery to the Company of
a Request that includes a reasonable accounting of expenses incurred:


 


(a)                                  first, by the Board by majority vote or consent of a quorum consisting
of Disinterested Directors; or


 


(b)                                 next, if such a quorum cannot be obtained, by majority vote or consent
of a committee duly designated by the Board (in which designation all
directors, whether or not Disinterested Directors, may participate), consisting
solely of two or more Disinterested Directors; or


 


(c)                                  next, if such a committee cannot be designated, by any independent legal
counsel (who may be any outside counsel regularly employed by the Company).


 


All expenses shall be considered reasonable for
purposes of this Agreement if the finding contemplated by this Section 5.3
is not made within the prescribed time. The finding required by this Section 5.3
may be made in advance of the payment (or incurring) of the expenses for which indemnification
or reimbursement is sought.


 


5.4                                 Payment of Indemnified Amount. Immediately following a Determination
that the Indemnitee has met the applicable standard of conduct set forth in Section 1,
2 or 3 hereof, as the case may be, and the finding of reasonableness of
expenses contemplated by Section 5.3 hereof, or the passage of time
prescribed for making such determination(s), the Company shall pay to the Indemnitee
in cash the amount to which the Indemnitee is entitled to be indemnified and/or
reimbursed, as the case may be, without further authorization or action by the
Board; provided, however, that the expenses for which indemnification or
reimbursement is sought have actually been incurred by the Indemnitee.


 


5.5                               Selection of Independent Legal Counsel. If the Determination required
under Section 4 is to be made by independent legal counsel, the


 

















 


Indemnitee with the approval of the Board,
which approval shall not be  unreasonably
withheld, shall select such counsel. The fees and expenses incurred by counsel
in making any Determination (including Determinations pursuant to Section 5.8
hereof) shall be borne solely by the Company regardless of the results of any
Determination and, if requested by counsel, the Company shall give such counsel
an appropriate written agreement with respect to the payment of their fees and
expenses and such other matters as may be reasonably requested by counsel.


 


5.6                                 Right of Indemnitee To Select Forum For Determination. If, at  any time subsequent to the date of this Agreement, “Continuing Directors”
do not  constitute a majority of the members of the
Board, or there is otherwise a  change
in control of the Company (as contemplated by Item 403(c) of Regulation  S-K), then upon the request of the Indemnitee, the Company shall cause
the  Determination required by Section 4 hereof
to be made by independent legal  counsel
selected by the Indemnitee and approved by the Board (which approval  shall not be unreasonably withheld), which counsel shall be deemed to
satisfy  the requirements of clause (3) of Section 4
hereof. If none of the legal counsel  selected
by the Indemnitee are willing and/or able to make the Determination,  then the Company shall cause the Determination to be made by a majority
vote or  consent of a Board committee consisting solely
of Continuing Directors. For  purposes
of this Agreement, a “Continuing Director” means either a member of the  Board at the date of this Agreement or a person nominated to serve as a
member of the Board by a majority of the then Continuing Directors.


 


5.7                                 Access by Indemnitee to Determination. The Company shall afford to the
Indemnitee and his representatives ample opportunity to present evidence of the
facts upon which the Indemnitee relies for indemnification or reimbursement,
together with other information relating to any requested


 

















 


Determination.


 


5.8                                 Judicial Determinations in Derivative Suits. In each action or  suit described in Section 2 hereof, the Company shall cause its
counsel to use  its best efforts to
obtain from the Court in which such action or suit was  brought (i) an express adjudication whether the Indemnitee is
liable for  negligence or misconduct in the performance of
her duty to the Company, and, if  the
Indemnitee is so liable, (ii) a determination whether and to what extent,  despite the adjudication of liability but in view of all the
circumstances of  the case (including
this Agreement), the Indemnitee is fairly and reasonably  entitled to indemnification.


 


6.                                                               SCOPE OF INDEMNITY. The actions, suits and proceedings described in  Sections 1 and 2 hereof shall include, for purposes of this Agreement,
any  actions that involve, directly or indirectly,
activities of the Indemnitee both  in
his official capacities as a Company director or officer and actions taken in  another capacity while serving as director or officer, including, but
not  limited to, actions or proceedings involving (i) compensation
paid to the  Indemnitee by the Company, (ii) activities
by the Indemnitee on behalf of the  Company,
including actions in which the Indemnitee is plaintiff, (iii) actions  alleging a misappropriation of a “corporate opportunity,” (iv) responses
to a  takeover attempt or threatened takeover attempt
of the Company, (v) transactions  by
the Indemnitee in Company securities, and (vi) the Indemnitee’s
preparation  for and appearance (or potential appearance) as
a witness in any proceeding  relating,
directly or indirectly, to the Company. In addition, the Company  agrees that, for purposes of this Agreement, all services performed by
the  Indemnitee on behalf of, in connection with or
related to any subsidiary of the  Company,
any employee benefit plan established for the benefit of employees of  the Company or any subsidiary, any corporation or partnership or other
entity in  which the Company or any subsidiary has a 5%
ownership interest, or any other


 

















 


affiliate of the Company, shall be deemed to be
at the request of the Company.


 


7.                                                               ADVANCE FOR EXPENSES.


 


7.1                                 Mandatory Advance. Expenses (including attorneys’ fees, court  costs, judgments, fines, amounts paid in settlement and other payments)
incurred  by the Indemnitee in investigating, defending,
settling or appealing any action,  suit
or proceeding described in Section 1 or 2 hereof shall be paid by the  Company in advance of the final disposition of such action, suit or
proceeding.  The Company shall promptly pay the amount of
such expenses to the Indemnitee,  but
in no event later than 10 days following the Indemnitee’s delivery to the  Company of a written request for an advance pursuant to this Section 7,
together  with a reasonable accounting of such expenses.


 


7.2                                 Undertaking to Repay. The Indemnitee hereby undertakes and  agrees to repay to the Company any advances made pursuant to this Section 7
if  and to the extent that it shall  ultimately be found that the Indemnitee is not entitled to be
indemnified by the  Company for such
amounts.


 


7.3                                 Miscellaneous. The Company shall make the advances  contemplated by this Section 7 regardless of the Indemnitee’s
financial ability  to make repayment,
and regardless whether indemnification of the Indemnitee by  the Company will ultimately be required. Any advances and undertakings
to repay  pursuant to this Section 7 shall be
unsecured and interest-free.


 


8.                                                               COURT-ORDERED INDEMNIFICATION. Regardless whether the Indemnitee has  met the standard of conduct set forth in Sections 1, 2 or 3 hereof, as
the case  may be, and notwithstanding the presence or
absence of any Determination whether  such
standards have been satisfied, the Indemnitee may apply for indemnification  (and/or reimbursement pursuant to Section 3 or 12 hereof) to the
court  conducting any proceeding to which the
Indemnitee is a party or to any other  court
of competent jurisdiction. On receipt of an application, the court, after


 














 


giving any notice the court considers necessary, may
order indemnification (and/or reimbursement) if it determines the Indemnitee is
fairly and reasonably entitled to indemnification (and/or reimbursement) in
view of all the relevant circumstances (including this Agreement).


 


9.                                                               NONDISCLOSURE OF PAYMENTS. Except as expressly required by Federal securities
laws, neither party shall disclose any payments under this Agreement unless
prior approval of the other party is obtained. Any payments to the Indemnitee
that must be disclosed shall, unless otherwise required by law, be described
only in Company proxy or information statements relating to special and/or
annual meetings of the Company’s shareholders, and the Company shall afford the
Indemnitee the reasonable opportunity to review all such disclosures and, if
requested, to explain in such statement any mitigating circumstances regarding
the events reported.


 


10.                                                         COVENANT NOT TO SUE, LIMITATION OF ACTIONS AND RELEASE OF CLAIMS. No legal
action shall be brought and no cause of action shall be asserted by or on behalf
of the Company (or any of its subsidiaries) against the Indemnitee, his spouse,
heirs, executors, personal representatives or administrators after the expiration
of two years following the date the Indemnitee ceases (for any reason) to serve
as either an executive officer or director of the Company, and any and all such
claims and causes of action of the Company (or any of its subsidiaries) shall
be extinguished and deemed released unless asserted by filing of a legal action
within such two-year period.


 


11.                                                         INDEMNIFICATION OF INDEMNITEE’S ESTATE. Notwithstanding any other provision
of this Agreement, and regardless whether indemnification of the Indemnitee
would be permitted and/or required under this Agreement, if the Indemnitee is
deceased, the Company shall indemnify and hold harmless the Indemnitee’s
estate, spouse, heirs, administrators, personal representatives and executors
(collectively the “Indemnitee’s Estate”) against, and the Company


 

















 


shall assume, any and all claims, damages, expenses
(including attorneys’ and other professionals’ fees and costs), penalties,
judgments, fines and amounts paid in settlement actually incurred by the
Indemnitee or the Indemnitee’s Estate in connection with the investigation,
defense, settlement or appeal of any action described in Section 1 or 2
hereof. Indemnification of the Indemnitee’s Estate pursuant to this Section 11
shall be mandatory and not require a Determination or any other finding that
the Indemnitee’s conduct satisfied a particular standard of conduct.


 


12.                                                         REIMBURSEMENT OF ALL LEGAL EXPENSES. Notwithstanding any other provision
of this Agreement, and regardless of the presence or absence of any Determination,
the Company promptly (but not later than 30 days following the Indemnitee’s
submission of a reasonable accounting) shall reimburse the Indemnitee for all
attorneys’ fees and related court costs and other expenses incurred by the
Indemnitee (but not for judgments, penalties, fines or amounts paid in
settlement) in connection with the investigation, defense, settlement or appeal
of any action described in Section 1 or 2 hereof (including, but not limited
to, the matters specified in Section 6 hereof).


 


13.                                                         LIABILITY INSURANCE. To the extent the Company maintains an insurance policy
or policies providing directors’ and officers’ liability insurance, Indemnitee
shall be covered by such policy or policies in accordance with their terms and
to the maximum extent of insurance coverage available for any director and/or
officer of the Company.


 


14.                                                         MISCELLANEOUS.


 


14.1                           Notice
Provision. Any notice, payment, demand or communication required or permitted
to be delivered or given by the provisions of this Agreement shall be deemed to
have been effectively delivered or given and received on the date personally
delivered to the respective party to whom it is directed, or when deposited by
registered or certified mail, with postage and


 

















 


charges prepaid and addressed to the parties at the
respective addresses set forth below opposite their signatures to this
Agreement, or to such other address as to which notice is given.


 


14.2                           Entire
Agreement. Except for any additional indemnification set forth in Company’s
articles of incorporation or bylaws, this Agreement constitutes the entire
understanding of the parties and supersedes all prior understandings, whether
written or oral, between the parties with respect to the subject matter of this
Agreement.


 


14.3                           Severability
of Provisions. If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws effective during the
term of this Agreement, such provision shall be fully severable; this Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid, or unenforceable provision there shall be added automatically as a
part of this Agreement a provision as similar in terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid, and
enforceable.


 


14.4                           Applicable
Law. This Agreement shall be governed by and construed under the laws of the
State of Florida.


 


14.5                           Execution
in Counterparts. This Agreement and any amendment may be executed
simultaneously or in two or more counterparts, each of which together shall
constitute one and the same instrument.


 


14.6                           Cooperation
and Intent. The Company shall cooperate in good faith with the Indemnitee and
use its best efforts to ensure that the Indemnitee is indemnified and/or
reimbursed for liabilities described herein to the fullest extent permitted by
law.


 

















 


14.7                           Amendment.
No amendment, modification or alteration of the terms of this Agreement shall
be binding unless in writing, dated subsequent to the date of this Agreement,
and executed by the parties.


 


14.8                           Binding
Effect. The obligations of the Company to the Indemnitee hereunder shall
survive and continue as to the Indemnitee even if the Indemnitee ceases to be a
director, officer, employee and/or agent of the Company. Each and all of the
covenants, terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the successors to the Company and, upon the death of
the Indemnitee, to the benefit of the estate, heirs, executors, administrators
and personal representatives of the Indemnitee.


 


14.9                           Gender
and Number. Wherever the context shall so require, all words herein in the male
gender shall be deemed to include the female or neuter gender, all singular
words shall include the plural and all plural words shall include the singular.


 


14.10                     Nonexclusivity.
The rights of indemnification and reimbursement provided in this Agreement
shall be in addition to any rights to which the Indemnitee may otherwise be
entitled by statute, articles of incorporation, bylaw, agreement, or otherwise.


 


14.11                     Effective
Date. The provisions of this Agreement shall cover claims, actions, suits and
proceedings whether now pending or hereafter commenced and shall be retroactive
to cover acts or omissions or alleged acts or omissions which heretofore have
taken place.


 


14.12                     Changes
in the Law. If any change after the date of this Agreement in any applicable
law, statute or the Company’s articles of incorporation or bylaws expand the
power of the Company to indemnify its directors and/or officers, this Agreement
shall be deemed amended to include such provisions herein.


 


14.13                     Agreement
to Serve. Indemnitee agrees to serve or continue to serve as a director and/or
officer of the Company at the will of the Company or under separate contract or
agreement, as the case may be, for so long as


 

















 


Indemnitee is duly elected or appointed or until such
time Indemnitee resigns in writing.


 


14.14                     Duration
of Agreement. This Agreement shall continue until and terminate upon the later
of five (5) years after the date that Indemnitee ceased to serve as a
director and/or officer of the date of the final termination of any proceedings
subject to this Agreement.


 


 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first above written.


 


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: