Exhibit 10.81


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This Amendment to Employment
Agreement (the “Amendment”) dated as of November 11, 2009 is by and
between 21st Century Oncology, LLC f/k/a 21st Century Oncology, Inc. (the “Employer”)
and Eduardo Fernandez, M.D. (the “Physician”).


 


WITNESSETH


 


WHEREAS, the Employer
and Physician are parties to that certain Physician’s Employment Agreement,
effective January 1, 2002, as amended by that certain Amendment to
Employment Agreement, effective January 1, 2002, and Amendment to
Employment Agreement, effective in part on March 1, 2007 and April 1,
2007 (collectively, the “Employment Agreement”);


 


WHEREAS, the parties
desire to amend the Employment Agreement in accordance with the terms and
conditions set forth below.


 


NOW
THEREFORE, intending to be legally bound and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.        Section 3.3
- Additional Salary. Section 3.3 of the Employment Agreement
(as provided in that certain Amendment to Employment Agreement, effective in
part on March 1, 2007 and April 1, 2007) is hereby amended to delete
the reference to “One Hundred Thousand Dollars ($100,000.00)” and to replace it
with “Two Hundred Thousand Dollars ($200,000.00)”.


 


2.        Effective
Date of Amendment.  The parties acknowledge and agree that the
effective date of this Amendment shall be March 1, 2009.


 


3.        Counterparts.
This Amendment may be executed in counterparts and each such
counterpart, when taken together, shall constitute a single and binding
agreement.


 


4.        Restatement.
The parties agree that all provisions of the Employment Agreement shall
remain in full force and effect except when contradicted by this Amendment, in
which case this Amendment shall control.


 


[SIGNATURE
PAGE TO FOLLOW]


 

















 


IN WITNESS
WHEREOF, the Employer and Physician have executed this
instrument effective as of the date set forth herein.


 


 


	
  21ST CENTURY ONCOLOGY, LLC

  	
   

  	
   

  	
  PHYSICIAN:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Daniel Dosoretz

  	
   

  	
   

  	
  /s/ Eduardo Fernandez

  
	
  Name:

  	
  Daniel Dosoretz, M.D.

  	
   

  	
   

  	
  Eduardo Fernandez, M.D.

  
	
  Title:

  	
  President

  	
   

  	
   

  	
   

  



 

















 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


WHEREAS 21st Century
Oncology, Inc. (“Employer”) and Eduardo Fernandez, M.D. (“Physician”)
entered an Employment Agreement with an Effective Date of January 1, 2002;
and


 


WHEREAS Employer and
Physician desire to amend that Employment Agreement;


 


NOW, THEREFORE, the
Employment Agreement with an Effective Date of January 1, 2002 between
Employer and Physician is hereby amended, as follows:


 


1.               Section 3.2. Production Bonus. is hereby deleted in
its entirety as of March 1, 2007, but effective as of August 1, 2003
and replaced with the following:


 


Section 3.2. Production Bonus. In addition, the
Employer shall pay you a production bonus for each three-month period of
Employment. The production bonus will be equal to the greater of the following:
(1) One Hundred Thousand Dollars ($100,000.00) or (2) One and
Three-Quarters Percent (1.75%) of Employer’s net cash collections in Broward and
Miami-Dade Counties received (a) from medical services provided to
patients at Employer’s offices in Broward and Miami-Dade Counties and (b) from
administrative and other services provided to nonaffiliated entities in Broward
and Miami-Dade Counties other than collections representing cost reimbursements
for such services.


 


2.               Section 5.1. Area of Responsibility. is hereby amended as of March 1,
2007, but effective as of August 1, 2003 to add the following third
sentence to this Section:


 


Section 5.1 Area of Responsibility. The duties of
Medical Director for Employer’s Florida East Coast Centers, as provided by this
section, are defined to include, subject to the direction and control of the
Employer, the development and expansion of the Employer’s Broward and
Miami-Dade Counties oncology division.


 


3.               Section 3.3 Additional Salary.  is hereby amended,
as of and effective April 1, 2007, to add the following:


 


Section 3.3 Additional Salary.  In addition,
Physician shall be entitled to receive an additional annual Salary of One
Hundred Thousand Dollars ($100,000.00). During each year of the Employment
Term, the Physician’s additional annual salary shall be paid in convenient
installments, without interest and in arrears, in accordance with the Employer’s
customary payroll practices, but not less frequently than monthly. The
additional annual Salary is for additional services as described in Section 5.6
Additional Responsibilities.


 


4.               Section 5.6 is hereby
amended by adding the following sentence to this section:


 

















 


Physician shall serve as a
medical advisor to the Medical Director of Employer’s parent corporation.


 


5.               The parties hereby agree
that all provisions of the Employment Agreement shall remain in full force and
effect except when contradicted by this Amendment to Employment Agreement, in
which case this Amendment shall control.


 


IN WITNESS WHEREOF, Employer
and Physician have hereunto set their hands and seals effective the date first
written above.


 


 


	
   

  	
   

  	
  EMPLOYER:

  
	
   

  	
   

  	
  21st Century Oncology, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
   

  	
  Daniel
  E. Dosoretz, M.D., President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PHYSICIAN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Eduardo Fernandez

  
	
   

  	
   

  	
   

  	
   

  	
  Eduardo Fernandez, M.D.

  



 

















 


CONTRACT
REVIEW FORM

RADIATION THERAPY SERVICES, INC.


 


	
  Type
  of Contract: (i.e. Services, Lease)

  	
   

  	
  Amendment to Employment
  Agreement

  
	
   

  	
   

  	
   

  
	
  Contractee
  Name and Location:

  	
   

  	
  Eduardo Fernandez, M.D.

  
	
   

  	
   

  	
   

  
	
  Attorney Office Name,
  Location drafting agreement

  



 


Compliance Reviewer’s
checklist:


	
  Reviewed to ensure that
  terms meet applicable

  	
   

  	
   

  
	
  Anti-Kickback Law Safe
  Harbors and Stark Law Exceptions

  	
   

  	
  NA

  
	
  If safe harbor not met,
  reviewed to ensure that it does not violate these Laws.

  	
   

  	
  NA

  
	
  Reviewed
  to ensure that financial arrangements meet applicable Stark Law Exceptions.

  	
   

  	
  NA

  
	
  If
  applicable, calculations for remuneration utilize an appropriate Methodology
  for determining Fair Market Value

  	
   

  	
  NA

  
	
  If
  applicable, HIPAA requirements, included

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
  4/8/07

  
	
   

  	
  Name and Title

  	
   

  	
  Date

  
					



 


Finance Reviewer’s
checklist:


	
  Reviewed
  to ensure that the proper RTSI entity is party to the contract.

  	
   

  	
  Yes

  
	
  Reviewed
  to ensure that the term of the agreement is appropriate.

  	
   

  	
  Yes

  
	
  Reviewed
  business terms to ensure they are as negotiated.

  	
   

  	
  Yes

  
	
  Considered
  the accounting and disclosure implications of the agreement.

  	
   

  	
  Yes

  
	
  Approve
  the contract for execution.  

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
  04/2/07

  
	
   

  	
  Name and Title

  	
   

  	
  Date

  



 


Operations Reviewer’s
checklist:


 


	
  Reviewed
  to ensure that the contract terms can be operationalized Within the effective
  dates on the agreement.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name and Title

  	
   

  	
   

  	
  Date

  



 


CONTRACT TO BE FILED UNDER:
E. Fernandez, M.D.


CC:
Simon Benson, HR, E. Fernandez, M.D.


 

















 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


WHEREAS, 21ST Century Oncology, Inc. (“Employer”) and
Eduardo Fernandez, M.D. (“Physician”) entered a Physician’s Employment
Agreement effective as of January 1, 2002; and


 


WHEREAS, Employer and
Physician desire to amend that Employment Agreement;


 


NOW, THEREFORE, the
Employment Agreement dated effective as of January 1, 2002 between
Employer and Physician is hereby amended to be effective as of January 1,
2002 as follows:


 


(1) The sixth sentence
of Paragraph 15 Stock Purchase,
is hereby deleted in its entirety and replaced by the following:


 


All interest and principal
shall be paid by eight (8) years following the date of the purchase of the
stock.


 


(2) The following shall
be added to the end of Paragraph 15 Stock
Purchase:


 


In the event the Securities
and Exchange Commission (the “SEC”) issues a comment or otherwise determines
that the fair market value of the stock of RTS as of the date of the sale above
should have been deemed to be greater than the price determined by the
appraisal process and the SEC requires that RTS must present an additional
amount of either compensation expense or deferred compensation on the financial
statements of RTS or otherwise must adjust RTS’s financial statements pursuant
to such comment or other determination, then Physician shall at RTS’s option
either: (a) pay the difference between the fair market value amount as
deemed acceptable by the SEC and the price Physician paid for the stock, or (b) sell
such stock back to RTS for the price that Physician paid for such stock.


 


(3) Except as
specifically revised herein, the terms of the January 1, 2002 Physician’s
Employment Agreement, including the provisions of Paragraph 14 Restrictive Covenants, shall remain in
force.


 

















 


IN WITNESS WHEREOF, Employer
and Physician have hereunto set their hands and seals effective the date first
written above.


 


	
   

  	
   

  	
  EMPLOYER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st Century Oncology, Inc.

  A Florida Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
   

  	
  Daniel
  E. Dosoretz, M.D., President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PHYSICIAN:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Eduardo Fernandez

  
	
   

  	
   

  	
   

  	
  Eduardo Fernandez, M.D.

  
						



 














 


INCORPORATED
UNDER THE LAWS OF FLORIDA


 


	
  NUMBER

  	
   

  	
  SHARES

  
	
  55

  	
   

  	
  70,000

  



 


RADIATION
THERAPY SERVICES, INC.

Common Stock ($0.0001) Par Value


 


This
Certifies that Eduardo Fernandez-Vicioso, M.D. is the owner of
Seventy Thousand (70,000) ************ *********** Shares of the Capital Stock
of Radiation Therapy Services, Inc.
transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.


 


In Witness
Whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized officers and its Corporate Seal to be
hereunder affixed this 15th day of April A.D. 2002


 


	
  /s/
  Daniel E. Dosoretz

  	
   

  	
  /s/ Peter H. Blitzer

  
	
  Daniel E. Dosoretz, M.D., President

  	
   

  	
  Peter H. Blitzer, M.D.,
  Secretary

  



 

















 


PHYSICIAN’S
EMPLOYMENT AGREEMENT


 


BY AND
BETWEEN


 


21ST CENTURY ONCOLOGY, INC.


 


AND


 


EDUARDO
FERNANDEZ, M.D.


 

















 


	
   

  	
  TABLE OF
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Employment.

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Employment Term.

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Compensation.

  	
  2

  
	
   

  	
  3.1.

  	
  Salary.

  	
  2

  
	
   

  	
  3.2.

  	
  Production Bonus.

  	
  2

  
	
   

  	
  3.2.1.

  	
  Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Representations,
  Warranties, and Covenants of the Physician.

  	
  3

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Duties and
  Responsibilities.

  	
  4

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Employer’s Patients.

  	
  5

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Fees and Billing Practices.

  	
  5

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Attorney-in-Fact

  	
  5

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Insurance.

  	
  6

  
	
   

  	
  9.1.

  	
  Medical Malpractice
  Insurance.

  	
  6

  
	
   

  	
   

  	
  9.1.1.

  	
  During Employment.

  	
  6

  
	
   

  	
   

  	
  9.1.2.

  	
  After Employment.

  	
  6

  
	
   

  	
   

  	
  9.1.3.

  	
  Reimbursement and Offset.

  	
  6

  
	
   

  	
  9.2.

  	
  Extended Reporting
  Coverage.

  	
  7

  
	
   

  	
   

  	
  9.2.1.

  	
  General.

  	
  7

  
	
   

  	
   

  	
  9.2.2.

  	
  Reimbursement and Offset.

  	
  8

  
	
   

  	
  9.3.

  	
  Medical Insurance.

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Licenses, Fees and Dues

  	
  8

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Leaves of Absence.

  	
  8

  
	
   

  	
  11.1.

  	
  Duration.

  	
  8

  
	
   

  	
  11.2.

  	
  Scheduling.

  	
  8

  
	
   

  	
  11.3.

  	
  Costs.

  	
  9

  
	
   

  	
  11.4.

  	
  Continuation and Abatement
  of Compensation and Benefits.

  	
  9

  
	
   

  	
  11.5.

  	
  Forfeiture of Unused Time.

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Expenses.

  	
  9

  
	
   

  	
  12.1.

  	
  General.

  	
  9

  
	
   

  	
  12.2.

  	
  Transportation.

  	
  9

  
	
   

  	
  12.3.

  	
  Reimbursement.

  	
  10

  



 

















 


	
  13.

  	
  Termination of Employment.

  	
  10

  
	
   

  	
  13.1.

  	
  Event of Termination.

  	
  10

  
	
   

  	
  13.2.

  	
  Termination Without Cause.

  	
  11

  
	
   

  	
   

  	
  13.2.1.

  	
  Services During Interim.

  	
  11

  
	
   

  	
   

  	
  13.2.2.

  	
  Cessation of Services
  During Notice Period.

  	
  11

  
	
   

  	
   

  	
  13.3.

  	
  Termination for Cause.

  	
  11

  
	
   

  	
  13.4.

  	
  Effective Date of
  Termination.

  	
  13

  
	
   

  	
  13.5.

  	
  Notice and Opportunity to
  Cure.

  	
  13

  
	
   

  	
  13.6

  	
  Obligations Subsequent to
  Termination.

  	
  13

  
	
   

  	
   

  	
  13.6.1

  	
  Compensation

  	
  13

  
	
   

  	
   

  	
  13.6.2

  	
  Benefits

  	
  14

  
	
   

  	
   

  	
  13.6.3

  	
  Cooperation of Parties.

  	
  14

  
	
   

  	
   

  	
  13.6.4

  	
  Assistance in Litigation.

  	
  14

  
	
   

  	
   

  	
  13.6.5

  	
  Patient Records.

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Restrictive Covenants

  	
  15

  
	
   

  	
  14.1.

  	
  General

  	
  15

  
	
   

  	
  14.2.

  	
  Covenant Not to Compete

  	
  15

  
	
   

  	
  14.3.

  	
  Covenant Not to Disclose
  Proprietary Information

  	
  16

  
	
   

  	
  14.4.

  	
  Covenant Not to Hire
  Employees

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Stock Purchase

  	
  17

  
	
   

  	
   

  	
   

  
	
  16.

  	
  General Provisions.

  	
  17

  
	
   

  	
  16.1.

  	
  Law Applicable.

  	
  17

  
	
   

  	
  16.2.

  	
  References.

  	
  17

  
	
   

  	
  16.3.

  	
  Severability.

  	
  18

  
	
   

  	
  16.4.

  	
  Entire Agreement.

  	
  18

  
	
   

  	
  16.5.

  	
  Modification and Waiver.

  	
  18

  
	
   

  	
  16.6.

  	
  Binding Effect; Benefit.

  	
  18

  
	
   

  	
  16.7.

  	
  Assignment.

  	
  18

  
	
   

  	
  16.8.

  	
  Notice.

  	
  18

  
	
   

  	
  16.9.

  	
  Arbitration.

  	
  19

  
	
   

  	
  16.10.

  	
  Costs of Enforcement.

  	
  19

  
	
   

  	
  16.11.

  	
  Multiple Counterparts.

  	
  19

  
	
   

  	
  16.12.

  	
  Offset.

  	
  19

  
	
   

  	
  16.13.

  	
  Waiver of Breach or Violation
  Not Deemed Continuing.

  	
  19

  
	
   

  	
  16.14.

  	
  Headings.

  	
  20

  
	
   

  	
  16.15.

  	
  Construction.

  	
  20

  
	
   

  	
  16.16.

  	
  Incorporation by Reference.

  	
  20

  
	
   

  	
  16.17.

  	
  Withholding.

  	
  20

  
	
   

  	
  16.18.

  	
  Public Announcement.

  	
  20

  
	
   

  	
  16.19.

  	
  Expenses.

  	
  20

  
	
   

  	
  16.20.

  	
  Survival of Representations,
  Warranties, and Covenants.

  	
  20

  



 














 


PHYSICIAN’S
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT (“Agreement”) is made on the date last below written
(the “Execution Date”) by and between 21ST Century
Oncology, Inc., a Florida corporation (the “Employer”), and Eduardo
Fernandez, M.D. (the “Physician”).


 


INTRODUCTION


 


WHEREAS, The Employer is
engaged in the practice of medicine in the State of Florida (the “Practice”)
within the specialty of radiation oncology (the “Specialty”) and renders
medical treatment to such members of the general public as the Employer from
time to time accepts as patients (the “Patients”) through those physician
employees of the Employer who are duly authorized and licensed to practice
medicine in the state of Florida (the “Physician Employees”), and


 


WHEREAS, The Physician
is (or will be on the “Effective Date” as hereinafter defined) an individual
authorized and licensed to engage in the practice of medicine in the State of
Florida within the Specialty, and


 


WHEREAS, The Employer
and the Physician have agreed that the Employer would engage the services of
the Physician as one of the Employer’s Physician Employees as of the “Effective
Date” (as hereinafter defined), upon the terms and conditions more particularly
set forth in this Agreement.


 


OPERATIVE
PROVISIONS


 


NOW, THEREFORE, the parties
agree as follows:


 


1. Employment.
Subject to the terms and conditions of this Agreement, the Physician
shall be employed by the Employer as one of the Employer’s Physician Employees
and, as such, shall render professional medical services to such of the
Employer’s Patients as may be assigned to the Physician for such purposes in
the ordinary course of the Employer’s Practice, as more particularly provided
in this Agreement. Except as provided below, this Agreement supercedes all
prior Employment Agreements between the parties including the Agreement dated November 2,
1998 and the Amendment to that Agreement dated November 18, 1998.


 


2. Employment
Term. The Physician’s employment hereunder shall be for a
five (5) year period commencing on the “Effective Date” (as hereinafter
defined), and, thereafter, shall be automatically renewed for an additional
period of one (1) year each thereafter, unless either party gives written
notice to the other party at least ninety (90) days in advance of the renewal
date of its intent not to renew the Agreement or unless terminated earlier as
hereinafter provided (the “Employment Term”). For purposes of this Agreement, “Effective
Date” shall mean January 1, 2002. The Physician understands and agrees
that his employment with the Employer and the obligations of the Employer
hereunder are subject to and expressly


 

















 


conditioned upon the
satisfaction or waiver of the representations and warranties set forth in Section 4
hereof.


 


3. Compensation. In consideration for the services
of the Physician hereunder as one of the Employer’s Physician Employees, the
Employer shall pay to the Physician compensation (“Compensation”) consisting of
regular periodic payments (“Salary”) and bonuses as more particularly provided
in this Section:


 


3.1. Salary. The Physician shall be entitled
to receive an annual Salary of Four Hundred Thousand Dollars ($400,000.00).
During each year of the Employment Term, the Physician’s annual Salary shall be
paid in convenient installments, without interest and in arrears, in accordance
with the Employer’s customary payroll practices, but not less frequently than
monthly.


 


3.2. Production Bonus. In addition,
Physician shall be eligible for a production bonus during each quarter (3
months) of his employment. For the quarter January 1, 2002 through March 31,
2002, the production bonus shall be calculated as provided for as a “performance
bonus” in the Employment Agreement between Employer and Employee dated November 2,
1998, as amended on November 18, 1998. Beginning on April 1, 2002,
the production bonus will be equal to the following calculations against the “Bonus
Pool”. For purposes of determining the Production Bonus, the “Bonus Pool” shall
be defined as eighty percent (80%) of the East Coast Professional Collections
in each quarter (3 month period) beginning April 1, 2002 less the base
salaries and benefits of the physicians practicing at Employer’s Florida East
Coast Centers and the salaries and benefits of the personnel responsible for
negotiating contracts with third party payors at those Centers. For purposes of
this production bonus, East Coast Professional Collections shall be defined as
twenty five percent (25%) of Employer’s total collections received from
radiation therapy services provided to patients at Employer’s Florida East
Coast Centers, meaning Employer’s radiation therapy centers in Broward and Dade
counties, Florida and 100% of collections at such other facilities where
Employer provides and collects for professional services only (currently
Aventura and Palmetto Hospitals). Specifically excluded from such collections,
however, shall be collections from the provision only of technical services to
patients of another provider (currently Cleveland Clinic). Once the Bonus Pool
has been determined, then that Bonus Pool shall be divided into two equal
portions, with one such equal portion to be designated as the Individual
Production Pool and the other such equal portion to be designated as the Group
Production Pool.


 


Physician
shall receive from the Individual Production Pool an amount determined as
follows: The total number of in-patient and out patient consultations performed
by physicians practicing at Employer’s Florida East Coast Centers and which are
coded and billed shall be calculated for each quarter (3 months) (“Total
Consultations”). The total number of in-patient and out patient consultations
performed by Physician and which are coded and billed during the quarter shall
be divided by Total Consultations. The resulting percentage shall be multiplied
times the Individual


 


2

















 


Production Pool. The
resulting dollar amount shall be Physician’s bonus from the Individual
Production Pool.


 


Physician
shall receive from the Group Production Pool an amount determined each quarter
as follows: The Medical Director of Employer’s Florida East Coast Centers shall
establish prior to each quarter a production goal for the collective practice
at those centers (the “Group Production Goal”). The Production Goal shall be
written and signed by both Employee and the Medical Director, with a copy sent
to Employer’s Chief Financial Officer and with a copy appended to this
Employment Agreement. The actual results for the quarter shall be divided by
the goal for that quarter and the resulting percentage (not greater than 100%)
shall be multiplied times the Group Production Pool. The resulting dollar
amount shall be the total amount available from the Group Production Pool for
all physicians practicing at Employer’s Florida East Coast Centers (the “Available
Group Production Pool”). Physician’s Base Salary shall be divided by the Base
Salary for all physicians practicing at Employer’s Florida East Coast Centers
and the resulting percentage shall be multiplied times the Available Group
Production Pool with the resulting dollar amount paid to Physician as Physician’s
bonus from the Group Production Pool.


 


3.2.1. Payment.  If awarded, Employer shall pay
the Production Bonus referred to in this Section 3 to the Physician within
one month after the completion of each applicable quarter during the Employment
Term, without interest and in arrears, provided the Physician is then employed
by the Employer.


 


4. Representations, Warranties, and Covenants of the Physician. The Physician represents and warrants to the Employer that the
following statements shall be true, correct, and complete as of the Effective
Date and shall be true, correct, and complete at all times during the
Employment Term:


 


4.1. This Agreement
constitutes a legal, valid, and binding agreement and obligation of the
Physician, enforceable against the Physician in accordance with its terms;


 


4.2. The execution of this
Agreement by the Physician and the performance of his obligations hereunder
shall not constitute a breach of any duty, covenant, understanding, or
agreement to which he is a party or by which he is bound;


 


4.3. As of the “Effective
Date”, the Physician is duly licensed and registered and in good standing under
the laws of the state of Florida to practice medicine, and such license and
registration have not been suspended, revoked, or restricted in any manner;


 


4.4. As of the “Effective
Date”, the Physician is duly licensed and authorized to practice medicine
within the Specialty in the state of Florida, and has obtained Board
Certification in the area of radiation oncology.


 


3

















 


4.5. The Physician either
has admitting and hospital staff privileges or shall obtain admitting and
hospital staff privileges at hospitals in Dade and Broward Counties where the
Employer regularly engages in practice;


 


4.6. The Physician is a
participating physician in, and has agreed to accept assignment for payment
under, the Medicare or Medicaid programs and such other third party payor or
managed care programs, including, without limitation, health maintenance
programs and preferred provider organizations, with respect to which the
Employer is then a participant;


 


4.7. The Physician has a
valid DEA number;


 


4.8. The Physician’s license
or right to practice medicine or to dispense or prescribe drugs in any state of
the United States has never been suspended, revoked, or canceled for any
reason;


 


4.9. The Physician’s
admitting and hospital staff privileges at any hospital at which the Physician
ever had such privileges have never been suspended, revoked, or canceled for
any reason; and


 


4.10. The Physician has
never been denied medical malpractice insurance coverage with respect to any
application therefor or under any policy thereof for any reason, and the
Physician knows of no fact, condition, circumstance, or event that has caused
or would cause the Physician to be denied or uninsurable for medical
malpractice insurance coverage at standard rates.


 


5.  Duties and Responsibilities.


 


5.1.  Area of Responsibility.  Subject to
the direction and control of the Employer, the Physician’s principal areas of
responsibility shall be those of a physician, practicing predominantly within
the Specialty. Physician shall be the Medical Director for Employer’s Florida
East Coast Centers.


 


5.2. FuII-Time Employment.  The Physician’s
employment hereunder shall be of a full-time nature. Except for leaves of
absence as hereinafter provided, the Physician shall devote his entire
professional time, attention, and energies to the business and affairs of
Employer, and shall use his best efforts, skills, and abilities in the diligent
performance of his duties and responsibilities specified herein.


 


5.3 Duties and Responsibilities. In
fulfilling his duties and responsibilities hereunder, the Physician shall
comply with the policies and procedures of the Employer, including Employee
Handbook and the Employer’s corporate compliance program, as such may be
modified from time to time, provided that the same are reasonable and do not
violate any applicable law or code of professional responsibility or the terms
of this


 


4

















 


7. Fees  and Billing Practices. The Employer shall charge for professional services
rendered by the Physician as one of the Employer’s Physician Employees in
accordance with the fee and billing practices established by the Employer, from
time to time, and shall be responsible for seeing that sufficient information
is provided to the Employer so that an accurate record of such services and
fees is maintained. All fees, charges, compensation, monies, and other things
of value realized or received by the Employer as a result of the professional
medical services rendered by the Physician or the employees or independent
contractors of the Employer shall be deposited in a bank account or bank
accounts established in the name of and maintained on behalf of the Employer.
Any honoraria or remuneration for and from lectures or articles, all fees,
compensation, monies, and other things of value realized or received by the
Physician as a result of professional medical services rendered by the
Physician during Employment Term, including fees for and from consultations or
as an expert witness, shall be the sole and exclusive property of the Employer
and forthwith paid over to the Employer, and the Physician shall render a true
and accurate accounting to the Employer therefor. The Physician expressly
agrees and covenants that the Compensation and benefits received by him under this
Agreement shall satisfy and discharge in full all his claims upon the Employer
for compensation in respect of services rendered hereunder. The Physician
acknowledges that his services rendered hereunder in no way confer upon him any
ownership interest in or personal claim upon any fees charged by the Employer
for the Physician’s services, whether the same are collected during the
Employment Term or after the termination thereof, and the Physician hereby
disclaims and renounces any such interest or claim. The Physician hereby
assigns to the Employer all of the Physician’s right, title, and interest in
and to any fees charged by the Employer for professional medical services
rendered by the Physician for and on behalf of the Employer hereunder, and
agrees to cooperate with the Employer and to execute any additional documents
requested by the Employer in order to confirm, ratify, or effect this
assignment.


 


8. Attorney-in-Fact.
The Physician hereby appoints the Employer during the Employment Term
to be his true and lawful attorney-in-fact for the following purposes (a) to
bill Patients in the Physician’s name and on his behalf; (b) to collect
accounts receivable resulting from such billing in the Physician’s name and on
his behalf; (c) to receive payments from Blue Cross and Blue Shield,
Medicare, Medicaid, payments from health plans, and all other third-party
payors; (d) to receive the cash proceeds of any accounts receivable; (e) to
take possession of and endorse in the name of the Physician any notes, checks,
money orders, insurance payments, and other instruments received in payment of
accounts receivable; (f) to deposit all such fees, collections, and
charges in a bank account or bank accounts established in the name of and
maintained on behalf of the Employer, and (g) to initiate legal
proceedings in the name of the Physician (i) to collect any accounts and
monies owed to the Employer for services rendered by the Physician, (ii) to
enforce the rights of the Physician as creditor under any contract or in connection
with the rendering of any service, and (iii) to contest adjustments and
denials by governmental agencies (or its fiscal intermediaries) as third-party
payors. The Physician authorizes the Employer, as his attorney-in-fact, to take
any further action and to execute such documents and instruments that the
Employer shall consider necessary or advisable in connection with any of the
foregoing, hereby giving the Employer full power and authority to do and
perform each and every act or thing whatsoever requisite or advisable to be
done in connection


 


5

















 


with the foregoing as fully
as the Physician might or could do personally, and hereby ratifying and
confirming all that the Employer shall lawfully do or cause to be done by
virtue thereof or hereof.


 


The power of attorney
granted pursuant to the provision of this Section (a) is a special
power of attorney coupled with an interest and is irrevocable, and (b) shall
survive the death, disability, legal incapacity, bankruptcy, or insolvency, of
the Physician; provided, however, that this power of attorney shall terminate
upon termination of this Agreement with respect to accounts receivable arising
from services rendered by the Physician after the “Effective Date of
Termination” (as hereinafter defined) of the Physician’s employment hereunder.


 


9. Insurance.


 


9.1. Medical
Malpractice Insurance.


 


9.1.1. During Employment. During the
Employment Term, the Employer shall obtain and maintain in full force and
effect medical malpractice insurance insuring the Employer and the Physician
from and against claims arising out of, resulting from, or relating to any
acts, errors, omissions, events, or circumstances involving professional
medical services rendered by the Physician for and on behalf of the Employer
during the Employment Term with the same coverage limits as provided for the
Employer’s other Physician Employees in the practice areas of Broward County.
The Physician represents that he knows of no fact, condition, circumstance, or
event that would preclude his eligibility for such coverage at standard rates.
The Employer’s obligations under this Section shall be limited to
providing medical malpractice insurance coverage only for those claims
permitted by the express terms of such policy or policies.


 


9.1.2 After Employment. The Employer’s duty
to provide such medical malpractice insurance coverage, including coverage for
claims arising out of, resulting from, or relating to acts, errors, omissions,
events, or circumstances involving professional medical services rendered by
the Physician for and on behalf of the Employer hereunder during the Employment
Term, shall cease upon the termination of the Physician’s employment hereunder
for whatever reason.


 


9.1.3 Reimbursement and Offset. If the
Physician’s employment with the Employer terminates for any reason, the
Employer shall be entitled to the full amount of the refundable portion of the
unexpired premium, if any, for the medical malpractice insurance coverage that
the Employer obtained pursuant to the provisions of Section 9.1.1 hereof.
By the execution of this Agreement, the Physician irrevocably assigns any
rights or interests that he may have in such refund. Further, the Physician
agrees to take such action and execute such documents as the Employer may deem
necessary to obtain such refund. If the Physician receives the refund, the
Physician shall immediately reimburse the


 


6

















 


Employer the pro rata amount
of the premium, if any, for such medical malpractice insurance coverage paid by
the Employer for the unexpired term. If the Physician fails to make such
reimbursement within thirty (30) calendar days after the “Effective Date of
Termination” (as hereinafter defined) of the Physician’s employment hereunder,
the Employer may offset the amount of such remaining prorated premium against
any amounts due the Physician by the Employer, whether hereunder or otherwise,
or, in the alternative, make written demand on the Physician for reimbursement
of all costs associated therewith, including, but not limited to, legal and
accounting fees and disbursements.


 


9.2 Extended Reporting Coverage.


 


9.2.1. General. If the Physician’s employment
with the Employer terminates for any reason other than Physician’s retirement
or disability, the Physician shall immediately obtain, at his own expense, a
policy or policies of medical malpractice insurance insuring the Employer and
the Physician from and against claims that may be made after the “Effective
Date of Termination” (as hereinafter defined) of the Physician’s employment
hereunder, but that arise out of, result from, or relate to acts, errors,
omissions, events, or circumstances involving professional medical services
rendered by the Physician for and on behalf of the Employer during the
Employment Term with the same coverage limits as provided in the medical
malpractice insurance policy insuring the Physician and maintained by the
Employer immediately prior to the “Effective Date of Termination” of the
Physician’s employment hereunder (the “Extended Reporting Coverage” or “professional
liability tail-end insurance”).
In the event of Physician’s retirement or disability, the professional
liability tail-end insurance
shall be purchased and paid for by Employer.


 


Within
thirty (30) calendar days after the “Effective Date of Termination” of the
Physician’s employment hereunder for any reason other than Physician’s
retirement or disability, the Physician shall provide the Employer with a
certificate of insurance which shall verify that the Physician has obtained
such Extended Reporting Coverage or professional liability tail-end insurance issued by an “A” rating
through Best Services, which shall name the Employer as an additional named
insured, and which shall provide that such insurance coverage may not be
modified, amended, terminated, rescinded, or canceled without providing the
Employer with at least thirty (30) days’ advance written notice.


 


The
parties hereto intend that the Physician’s obligations under this Section 9.2.1
shall be satisfied only if the Physician obtains an Extended Reporting Coverage
or professional liability tail-end insurance
for a single premium payment that provides for permanent medical malpractice
insurance coverage. That is, the Physician’s obligations under this Section 9.2.1
shall not be satisfied simply by the Physician continuing to maintain, after
his “Effective Date of Termination” (as hereinafter defined), the same medical
malpractice insurance


 


7

















 


policy maintained by the
Employer pursuant to the provisions of Section 9.1.1 hereof during the
Employment Term.


 


9.2.2. Reimbursement and Offset. If the
Physician’s employment with the Employer terminates for any reason, and if the
Physician fails to obtain the Extended Reporting Coverage as required pursuant
to the provisions of Section hereof and provide verification thereof
within thirty (30) calendar days after the “Effective Date of Termination” (as
hereinafter defined) of the Physician’s employment hereunder, the Employer may
obtain the same and offset the cost thereof against any amounts due the
Physician by the Employer, whether hereunder or otherwise, or, in the
alternative, make written demand on the Physician for reimbursement of all
costs associated therewith, including, but not limited to, insurance premiums,
legal and accounting fees, and disbursements.


 


9.3 Medical Insurance.  During the
Employment Term, the Employer agrees to provide basic hospital and major medical
insurance coverage for the Physician (but not other members of Physician’s
family, if any) to the extent obtainable with coverage amounts as the Employer
shall in its sole discretion determine and subject to the limitations and
restrictions of the Employer’s group health plan as it may exist from time to
time during the Employment Term. Physician’s family may be added to the basic
hospital and major medical insurance coverage maintained by Employer at
Physician’s sole expense provided, however, the family members met eligibility rules and
requirements of Employer’s plan.


 


10. Licenses, Fees and Dues.  The Employer
shall pay for occupational licenses, dues to professional societies and
associations and fees which are necessary to permit the Physician to render
services hereunder, or which, though not necessary, are reasonable and
desirable and are approved by the Employer.


 


11. Leaves of Absence.  The Physician shall
be permitted leaves of absence during each year of the Employment Term for
vacations, for the purpose of attending professional conventions, seminars, and
continuing professional education programs designed to increase, improve, or
maintain the Physician’s professional skills and ability, and for absence due
to bona fide illness or injury, as provided in this Section 11.


 


11.1 Duration. During each year of the
Employment Term, the Physician shall be entitled to four (4) weeks leave
of absence for vacations, but no more than one (1) week shall be taken
consecutively. Physician may take additional one (1) week away from the
practice to attend professional meetings and seminars with reasonable expenses
paid for by Employer.


 


11.2. Scheduling. Leaves of absence for
vacation and professional conventions, seminars, and continuing professional
education programs shall be scheduled and taken, with the Employer’s prior
consent, at times which are most convenient to the Employer, taking into
consideration seasonal fluctuations in and the


 


8

















 


demand for professional
services upon the Employer’s Practice and vacations and other leaves of absence
of the Employer’s other Physician Employees.


 


11.3. Costs. The cost of attending
professional conventions, seminars, and continuing professional education
programs, including registration fees, transportation, food, and lodging, shall
be either paid directly by the Employer or reimbursed to the Physician, subject
to the terms, conditions, and limitations set forth in the Employer’s Expense
Reimbursement Policy as it may exist and be modified from time to time.


 


11.4. Continuation and Abatement of Compensation and
Benefits. During periods of leaves of absence permitted under
this Section, the Physician’s Compensation and benefits provided hereunder
shall continue in full. The Physician’s Compensation and benefits provided
hereunder shall abate, however, during periods of leave of absence taken in
excess of those permitted hereunder.


 


11.5. Forfeiture of Unused Time. Unused leave
of absence permitted under this Section 11 for any year during the
Employment Term shall be forfeited upon the occurrence of an “Event of
Termination” (as hereinafter defined) or on the last day of the year during
which it accrues, whichever occurs first.


 


11.6 Disability Income. In the event of
Physician’s absence or absences from work as a result of personal injury or
sickness during the term of this Agreement, Employer will continue Physician’s
wages in full for an aggregate of three (3) months.


 


11.7 Holidays. During each year of the
employment periods thereunder, Physician will be entitled to additional paid
absences for holidays as determined and scheduled by Employer (currently six (6) per
year).


 


12. Expenses.


 


12.1. General. Except as otherwise provided
herein, during the Employment Term, and as a condition to the Physician’s
continued employment, the Employer may require the Physician to incur certain
reasonable expenses for promoting and furthering the business and objectives of
the Employer.


 


12.2. Transportation. Except as otherwise
provided herein, during the Employment Term, and as a condition to the
Physician’s continued employment, the Physician shall, at his expense, (a) provide
and use as necessary an automobile for use in connection with the Physician’s
performance of his duties under this Agreement, (b) maintain such
automobile in good condition and repair, and (c) carry and maintain public
automobile liability insurance that insures the Physician against claims
arising out of the use of such automobile in the course of the Physician’s employment
hereunder. Such public automobile liability insurance shall have minimum limits
of coverage of Five Hundred Thousand dollars ($500,000) per person and One
Million dollars ($1,000,000)


 


9

















 


per occurrence. In addition,
the Physician shall, during the Employment Term, carry and maintain general
public liability insurance, or umbrella insurance, with minimum limits of
coverage of Two Million dollars ($2,000,000) per occurrence. The Physician
agrees to provide the Employer with an appropriate certificate of insurance
that shall verify that the Physician has obtained the automobile liability
insurance coverage and the general liability insurance coverage specified
herein upon execution of this Agreement, upon each anniversary date of this
Agreement, and as the Employer may, from time to time, request.


 


12.3. Reimbursement. Subject to the terms,
conditions, and limitations set forth in the Employer’s Expense Reimbursement
Policy as it may exist and be modified from time to time, the Employer shall,
during each year of the Employment Term, reimburse the Physician for such
reasonable expenses incurred during the promotion and furtherance of the
Employer’s business and objectives as the Employer pre-approves in writing or
shall in its absolute sole discretion determine, including, but not limited to,
the following: professional entertainment and promotional expenses;
professional and occupational licenses, cellular telephone charges; beeper
expenses; educational expenses; and expenses of membership in professional
societies.


 


13. Termination
of Employment. Upon the occurrence of an “Event of Termination”
(as hereinafter defined), the Physician’s employment hereunder as one of the
Employer’s Physician Employees and this Agreement shall terminate as of the “Effective
Date of Termination” (as hereinafter defined); and, except as otherwise
specifically provided herein, the rights and the responsibilities of the
Employer and the Physician shall be as more particularly provided in this Section 13
and Section 14 hereof.


 


13.1. Event of Termination. For purposes of
this Agreement, an “Event of Termination” shall mean and include any one (1) or
more of the following events:


 


13.1.1. The failure of the
Physician to satisfy the representations and warranties set forth in Section 4
hereof on or before January 1, 2002 unless waived in writing by the
Employer;


 


13.1.2. The mutual agreement
of the Employer and the Physician to terminate this Agreement;


 


13.1.3. The death of the
Physician;


 


13.1.4. The termination of
the Physician’s employment hereunder pursuant to Section 13.2 hereof; or


 


13.1.4. The termination of
the Physician’s employment hereunder pursuant to Section 13.3 hereof.


 


10














 


13.2. Termination Without Cause. Notwithstanding
anything contained in this Agreement to the contrary, either party may
terminate the Physician’s employment hereunder at any time without “Cause” (as
hereinafter defined) by giving the other party hereto written notice thereof no
less that ninety (90) calendar days in advance of the “Effective Date of
Termination” (as hereinafter defined).


 


13.2.1. Services During Interim.  Between the
date of the notice of termination of employment as described in this Section and
the “Effective Date of Termination,” the Physician shall continue to render
services in accordance with the terms and conditions of this Agreement as one
of the Employer’s Physician Employees.


 


13.2.2. Cessation of Services During Notice Period.
Notwithstanding the foregoing provisions, the Employer may, by written
notice to the Physician, relieve the Physician of his obligations to continue
rendering services as one of the Employer’s Physician Employees during the
notice period, in which event the Employer shall continue the payment of Salary
and other benefits which would otherwise be payable to the Physician from the
date of such notice to the “Effective Date of Termination.” During such period,
the Physician expressly agrees to comply with this Agreement, and the Physician’s
right to continue to receive payments of his Salary and other benefits
hereunder during such period is conditioned upon such compliance.


 


13.3. Termination for Cause. During the
Employment Term, the Physician’s employment may be terminated by the Employer
without advance notice for “Cause.” For purposes of this Agreement, “Cause”
shall include, without limitation, the following:


 


13.3.1. The Physician’s
material breach of this Agreement;


 


13.3.2. The Physician’s
breach of or failure to satisfy the representations and warranties set forth in
Section 4 hereof during the Employment Term, unless waived in writing by
the Employer;


 


13.3.3. The Physician’s
conduct that is disloyal to the Employer;


 


13.3.4. The Physician’s
willful neglect of employment duties as specified in this Agreement or
misconduct injurious to the Employer;


 


13.3.5. The Physician’s
willful and deliberate violation of any rule, law, or administrative regulation
(other than traffic violations or similar minor misdemeanors);


 


13.3.6. The suspension,
revocation, or cancellation of the Physician’s license or right to practice
medicine or to dispense or prescribe drugs in any state of the United States;
or the placing or imposing of any restrictions or limitations,


 


11

















 


by any governmental
authority having jurisdiction over the Physician, upon him so that he cannot
engage in the professional service for which he was employed hereunder;


 


13.3.7. The exclusion of the
Physician as a participating physician in the Medicaid and Medicare programs or
any other third party payor or managed care programs, including, without
limitation, health maintenance programs and preferred provider organizations,
with respect to which the Physician was a participant or with respect to which
the Employer is then a participant;


 


13.3.8. The adjudication by
any professional organization having jurisdiction that the Physician is guilty
of professional misconduct;


 


13.3.9. The Physician’s loss
of hospital staff privileges at any hospital where the Employer regularly
engages in practice;


 


13.3.10. The occurrence of
any fact, condition, circumstance, or event that causes the Physician to be
uninsurable for medical malpractice liability insurance coverage;


 


13.3.11. The Physician’s
failure to maintain Board Certification in his primary area of specialization
in compliance with Section 4 hereof;


 


13.3.12 The Physician
commits any act of professional misconduct or gross misconduct of a personal
nature;


 


13.3.13 The Physician
willfully damages the Employer’s property, business, reputation, or goodwill;


 


13.3.14 The Physician
willfully injures any Patient, guest, invitee, independent contractor,
employee, or agent of the Employer or any other natural or artificial person in
connection with the performance of services hereunder for or on behalf of the
Employer;


 


13.3.15 The Physician
solicits business on behalf of a competitor or potential competitor who
competes in the Employer’s market;


 


13.3.16 The Physician sexually
harasses any employee, independent contractor, or agent of the Employer or
commits any act which otherwise creates an offensive work environment for
employees, independent contractors, or agents of the Employer;


 


13.3.17 A court of competent
jurisdiction adjudicates the Physician incompetent or appoints a guardian or
conservator for the Physician;


 


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13.3.18 The Physician is
continually inattentive to, or neglectful of, the duties to be performed by the
Physician, which inattention or neglect is not the result of illness or
accident;


 


13.3.19 The Physician uses
any mood altering or controlled substances except as prescribed by a physician
or authorized by law;


 


13.3.20 The Physician
becomes unfit to properly practice medicine on the behalf of the Employer other
than as a result of a bona fide illness or injury, as reasonably determined by
the Board of Directors;


 


13.3.21 The Physician
discloses to a competitor or other unauthorized natural or artificial person or
entity confidential, proprietary, or secret information of the Employer; or


 


13.3.21 The Physician
accepts other employment that places restrictions on the Physician’s ability to
continue to render professional services under this Agreement.


 


13.4 Effective Date of Termination. The “Effective
Date of Termination” shall mean the last day on which the Physician actually
performs services for the Employer, or would have performed such services had
Employer not given notice pursuant to this Section.


 


13.5 Notice and Opportunity to Cure. If,
during the Employment Term, any one (1) or more of the acts, events, or
circumstances described in Section 13.3 occurs which the Board of
Directors reasonably determines is capable of cure within a fifteen (15) day
period, the Board of Directors shall cause the Employer to deliver written
notice thereof to the Physician specifying in reasonable detail the nature and
extent of such act, event, or circumstance; and if the Physician fails to cure
such act, event, or circumstance within fifteen (15) calendar days after the
Physician receives such written notice from the Employer, the Employer may
immediately terminate the Physician’s employment hereunder for Cause by
delivering written notice thereof to the Physician.


 


13.6 Obligations Subsequent to Termination. If
an Event of Termination occurs for any reason, the Employer and the Physician
shall have the following respective obligations:


 


13.6.1
Compensation. If an Event
of Termination occurs for any reason other than the death or disability of
Physician, the Physician shall be entitled to receive only the Compensation
determined as of the Effective Date of Termination and not theretofore paid,
and any Compensation that would have accrued subsequent to the Effective Date
of Termination shall abate. Notwithstanding the foregoing, if the Employer
elects to relieve the Physician of the obligation to render services during the
notice of termination period pursuant to the provisions of Section 13.2
hereof, the


 


13

















 


Physician shall be entitled
to receive the Compensation he would have received pursuant to the immediately
preceding sentence had the Employer not made such election, provided the
Physician is in compliance with this Agreement. If Employee dies during the
term of this Agreement, Employer agrees to pay Physician’s designated
beneficiary two (2) months of Physician’s salary. In the event of
Physician’s absence from work as a result of sickness or disability during the
term of this Agreement, Employer will continue Physician’s salary in full for
an aggregate of three (3) months.


 


13.6.2
Benefits. If an Event of
Termination occurs for any reason, the Physician shall be entitled to receive
or continue to receive benefits due or payable under any pension or profit
sharing plan and any disability, medical, and life insurance plans maintained
by the Employer, if any. The Physician shall only be entitled to such benefits
to the extent that such plans are in force and effect and to the extent that he
may be entitled to any benefits thereunder in accordance with the terms and
conditions thereof, without any further financial obligations or contributions
on the part of the Employer with respect to such benefits. Notwithstanding anything
contained herein to the contrary, the Employer expressly reserves the right to
modify, amend, or terminate, in whole or in part, at any time, or from time to
time, any employee benefit plan or welfare benefit plan that it may sponsor or
maintain, including, without limitation, its qualified retirement plan or group
health plan, if any. Except as otherwise specifically provided in this
Agreement or otherwise required by law, upon the occurrence of an Event of
Termination, all other benefits that the Physician may be entitled to receive
shall be discontinued and forfeited, and the Employer shall have no further
obligations to the Physician as of the Effective Date of Termination.
Notwithstanding the foregoing, if the Employer elects to accelerate the Physician’s
Effective Date of Termination of employment hereunder to an intermediate date
pursuant to the provisions of Section 13.2.2 hereof, the Physician shall
be entitled to receive the benefits he would have received had the Employer not
made such election, provided the Physician is in compliance with this
Agreement.


 


13.6.3
Cooperation of Parties.
Following any notice of termination of employment hereunder, whether given by
the Employer or the Physician, the Physician shall reasonably cooperate with
the Employer in all matters relating to the winding up of his pending work on
behalf of the Employer and the orderly transfer of such work to the Employer’s
other Physician Employees.


 


13.6.4
Assistance in Litigation.
The Physician covenants and agrees that upon reasonable notice and without
further payment or consideration from the Employer, he shall furnish such
information and proper assistance to the Employer as may be reasonably required
by the Employer in connection with any litigation in which the Employer is, or
may become, a party, at any time following the Physician’s termination of
employment hereunder.


 


13.6.5
Patient Records. The
Physician acknowledges, understands, and agrees that all records and files
concerning Patients belong to and constitute the property


 


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of the Employer and not that
of the Physician and that the Employer shall be the records owner thereof.
Therefore, upon the occurrence of an Event of Termination, all records and
files concerning Patients shall remain on the premises and in the possession of
the Employer, and the Physician shall promptly return any such records and
files to the Employer that the Physician may then have, or at any time
thereafter discover to be, in his possession.


 


13.6.6
Patient Fees. If at any
time subsequent to the occurrence of an Event of Termination any checks (or any
other form of payment) for services performed by the Physician while employed
by the Employer are received by the Physician, the Physician shall properly
endorse and deliver such checks (or other form of payment) to the principal
office of the Employer, together with the postmarked envelope, if any, and any
other documentation accompanying such payment within five (5) calendar
days of receipt. If, subsequent to the occurrence of an Event of Termination,
the Employer receives any correspondence addressed to the Physician which the
Employer reasonably believes in good faith relates to any aspect of services
rendered by the Physician while employed by the Employer, the Physician
authorizes the Employer to inspect such correspondence to determine its
contents and to retain the original of such correspondence if it relates to
such services and send a copy to the Physician within five (5) calendar
days, or, if it is unrelated to such services, the Employer shall promptly
forward the original to the Physician within five (5) calendar days. Upon
or subsequent to the occurrence of an Event of Termination, the Physician shall
not deliver a notice of change of business address to the U.S. Postal Services
or any third party without advance notice to the Employer.


 


13.6.7
Physician’s Compliance with this Agreement.
All Compensation and benefits due or payable to the Physician hereunder
subsequent to the occurrence of an Event of Termination, including Compensation
and benefits payable to the Physician during the notice of termination period
pursuant to the provisions of Section 13.2.2 hereof, shall be subject to
the Physician’s compliance with this Agreement.


 


14. Restrictive
Covenants.


 


14.1 General. The Physician understands and
agrees that, through his association and relationship with the Employer as one
of its Physician Employees, the Physician has had, and shall continue to have,
access to, and has acquired, and shall continue to acquire, a considerable
amount of confidential and proprietary information, knowledge, and experience
with respect to the Employer’s Practice, Patients, employees, and referral
sources, and has established, and shall continue to establish, personal
relationships with the Employer’s Patients, employees, and referral sources.


 


14.2 Covenant Not to Compete. Upon
termination of this agreement for any reason and for two years thereafter, the
Physician shall not practice radiation oncology at


 


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any center or hospital in
Dade or Broward Counties, Florida or at any radiation therapy center in Dade or
Broward Counties created by Employer or any joint venture which includes
Employer or an affiliate of Employer or a subsidiary of Radiation Therapy
Services, Inc.


 


14.3 Covenant Not to Disclose Proprietary Information.
The Physician further covenants and agrees that he shall not, except in
connection with the performance of his duties hereunder or except with the
prior written consent of the Employer, at any time during or following the
termination of the Physician’s employment with the Employer for any reason
whatsoever, directly or indirectly, disclose, divulge, reveal, report, publish,
transfer, or use, for any purpose whatsoever, “Proprietary Information” (as
hereinafter defined). The Physician further covenants and agrees not to remove
any “Proprietary Information” from the premises of the Employer and to promptly
return any “Proprietary Information” to the Employer that the Physician may at
any time discover to be in his possession.


 


For
purposes of this Agreement, “Proprietary Information” shall mean any
information or materials that the Physician has obtained or that has been
disclosed to the Physician, whether intentionally or unintentionally, as a
result of the Physician’s association and relationship with the Employer as one
of its Physician Employees, relating to the Employer or its Practice, Patients,
or referral sources, regardless of whether any such information is marked as
confidential or proprietary, and regardless of its medium, including, without
limitation, (a) the name of, or any list or lists which identify, any
Patient, referral source, financial institution, officer, director, shareholder,
employee, member, consultant, or agent of the Employer; (b) any forms,
agreements, or documents developed by or for the Employer; (c) the
business plans or objectives of the Employer; (d) any financial or
management procedures of the Employer; (e) any trade secrets of the
Employer; (f) any medical procedures developed by any officer, director,
shareholder, employee, member, consultant, or agent of the Employer; (g) any
data bases, computer programs, computer printouts, files, records, documents, or
other papers, information, or materials concerning the Employer’s business or
financial affairs or the Employer’s Practice, Patients, or referral sources; (h) any
other information not generally known that is disclosed to the Physician or
known by him as a consequence of his association and relationship with the
Employer as one of its Physician Employees; and (i) any other information
or materials related to any of the foregoing. Proprietary Information shall
not, however, for purposes of this Agreement, include any information that is
or becomes publicly available information through no fault or act of the
Physician.


 


14.4
Covenant Not to Hire Employees.
The Physician further covenants and agrees that, for the period commencing with
the date hereof and ending two (2) year(s) after the termination of
his employment with the Employer for any reason whatsoever, the Physician shall
not, except in connection with the performance of his duties hereunder,
directly or indirectly, whether for or on behalf of himself or any other person
or entity, hire or engage, or attempt to hire or engage, any individual who
shall have been an employee


 


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of the Employer at any time
during the two (2) year(s) period prior to the date of the Physician’s
termination of employment with the Employer.


 


15. Stock
Purchase. Employer shall offer to Physician seventy thousand
(70,000) shares of the common stock of Radiation Therapy Services, Inc. (“RTS”),
at the fair market value of such stock as determined by the most recent
appraisal by an independent appraiser as selected by Employer. Physician must
notify Employer by no later than March 31, 2002 whether Physician accepts
that offer and the closing of the purchase shall take place no later than April 15,
2002. Employer shall finance the purchase price of such stock by offering
Physician a loan in the amount of such purchase price, said loan to be pursuant
to a Promissory Note to be signed by Physician. The Promissory Note shall be
interest free for one year and thereafter shall provide for interest at the
prime rate as listed in the Wall Street Journal on the date that the interest
begins and shall be adjusted annually thereafter. Equal quarterly payments of
principal and interest, in arrears, shall be made beginning at the end of the
first quarter following the interest free year. All interest and principal
shall be paid by five (5) years following the date of the purchase of the
stock. In the event of Physician’s termination of employment hereunder for any
reason prior to RTS closing an initial public offering of its stock, then
Physician shall, at RTS’s option exercisable within ninety (90) days following
Physician’s termination, sell back to RTS all RTS shares which he owns at the
time of termination for a purchase price equal to the fair market value at the
date of Physician’s termination, as determined by an independent appraiser,
selected by Employer, who is properly licensed with substantial experience in
making determinations of the prevailing market value of corporations that
provide physician and related services. Employee shall finance this repurchase
by RTS pursuant to the terms of a promissory note providing for interest at the
prime rate payable quarterly and with all interest and principal payable in
full within three (3) years from the date of Employer’s exercise of the
option to repurchase the shares.


 


16. General
Provisions.


 


16.1.  Law Applicable. This Agreement
shall be construed under and in accordance with the laws of the State of
Florida.


 


16.2 References. Unless the context
otherwise requires, the following shall apply: (a) references to this
Agreement shall include any amendment or renewal hereof; (b) words such as
“herein,” “hereinafter,” “hereof,” “hereto” and “hereunder” refer to this
Agreement as a whole; (c) whenever any reference is made in this Agreement
to a party hereto, such reference shall (when applicable) be deemed to be and
include references to such party’s estate, personal representative, legal
representative, heirs, successors, assigns, and transferees (direct or
indirect) thereof; (d) capitalized words and phrases used in this
Agreement that are capitalized for reasons other than syntax or grammar shall
have the meaning attributable to them hereunder; (e) references to the
masculine gender in this Agreement shall be deemed to include the feminine and
neuter, and references to the singular shall include the plural, and vice
versa, where appropriate; (f) references to a noun, verb, adjective, or
adverb shall be deemed to include the inflected form thereof, and


 


17

















 


vice versa, where
appropriate; (g) any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder; and (h) the word “including” shall mean including
without limitation.


 


16.3 Severability. In case any one or more
of the provisions contained in this Agreement shall, for any reason, be held to
be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision thereof;
and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.


 


16.4 Entire Agreement. This Agreement
contains the entire agreement of the Employer and the Physician regarding the
subject matter contained herein and supercedes any prior understanding or
agreement, whether written or oral, between the Employer and the Physician with
respect to the subject matter contained herein.


 


16.5. Modification and Waiver. No provision
of this Agreement may be amended, modified, waived, or discharged unless such
amendment, modification, waiver, or discharge is agreed to in writing and signed
by the Employer and the Physician. No waiver by the Employer or the Physician
of any default or breach of any provision of this Agreement by the other shall
be deemed to extend to or operate as a waiver of any prior or subsequent
default or breach of any provision of this Agreement or affect in any way any
right arising by virtue of any prior or subsequent occurrence. No delay or
omission on the part of the Employer or the Physician in exercising any right
or remedy that such party may now or hereafter have hereunder or otherwise at
law or in equity shall operate as a waiver thereof, and no single or partial
exercise by such party of any such right or remedy shall preclude any other
future exercise thereof or the exercise of any other right or remedy.


 


16.6. Binding Effect; Benefit. This Agreement
shall be binding upon, and inure to the benefit of, the Employer and the
Physician and their respective heirs, legal and personal representatives, and
permitted successors and assigns.


 


16.7. Assignment. The Physician may neither
assign his rights nor delegate his duties and obligations under this Agreement;
provided, however, that nothing contained in this Agreement shall prevent the
Employer from reorganizing, merging, or consolidating with or into another person
or entity or transferring, selling, exchanging, or otherwise disposing of all
or substantially all of the Employer’s assets; and further provided, that the
Employer may, from time to time, transfer and assign this Agreement and its
rights and obligations hereunder to any other person or entity that assumes the
duties and obligations of the Employer hereunder.


 


16.8. Notice. Whenever any notice is required
or permitted to be given under any provision of this Agreement, such notice
shall be in writing, signed by or on behalf of the party giving the notice, and
shall be deemed to have been given when delivered by personal delivery or
mailed by certified or registered mail, postage prepaid, return receipt


 


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requested, addressed to the
party or parties to whom such notice is to be given, at the address set forth
under such party’s signature hereto (or at such other address as such party may
specify in a previous notice similarly given).


 


16.9 Arbitration. Except as otherwise
provided herein, any claim or controversy arising out of or relating to this
Agreement or the validity, interpretation, enforceability, or breach thereof,
which is not settled by agreement between the parties, shall be settled by
arbitration in Broward County, Florida, in accordance with the rules then
in effect of the American Arbitration Association. Judgment upon the written
award rendered by a majority of the arbitrators may be entered in any court of
competent jurisdiction. The written decision of a majority of the arbitrators
shall be valid, binding, and final, and shall be a condition precedent to any
legal action that any party may contemplate against the other except as
otherwise provided herein or to compel arbitration pursuant hereto; provided,
however, that nothing contained herein shall prevent the Clinic from bringing
an action in a court of competent jurisdiction to obtain a temporary
restraining order, preliminary injunction, or permanent injunction in order to
prevent or restrain any breach or threatened breach of any of the restrictive
covenants set forth in Section 14 hereof by the Physician or by any other
person or entity directly or indirectly acting for, on behalf of, or with the
Physician. Without limiting the generality of the foregoing, the parties hereto
agree that the arbitration tribunal shall have the right and power, at its
discretion, to enforce the restrictive covenants set forth in Section 14
hereof by temporary or permanent injunction, and such injunction shall be
enforced in accordance with law in any court of competent jurisdiction.


 


16.10. Costs of Enforcement. If any action at
law or in equity (including any arbitration or appellate proceeding) is brought
to interpret or enforce any provision of this Agreement or any right of any
party hereto, the non-prevailing party shall be responsible for and agrees to
pay all fees, costs, and expenses incurred by the prevailing party in
connection therewith, including, without limitation, all legal and accounting
fees, costs, and expenses at all levels of litigation or arbitration.


 


16.11. Multiple Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an
original instrument, and said counterparts shall constitute but one and the
same agreement which may be sufficiently evidenced by one counterpart.


 


16.12. Offset. Whenever the Employer is to pay
any sum to the Physician, any amounts that the Physician owes the Employer may
be deducted from that sum before payment.


 


16.13. Waiver of Breach or Violation Not Deemed Continuing.
The waiver by any party of a breach or violation of any provision of this
Agreement shall not operate as, or be construed to be, a waiver of any
subsequent breach hereof.


 


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16.14.  Headings.  The headings of the
various Sections herein contained are intended for ease of reference only and
are not to be construed as evidence of the intent as to the content thereof.


 


16.15. Construction. In the event of any
dispute as to the precise meaning of any term contained herein, the principles
of construction and interpretation that written documents be construed against
the party preparing the same shall not be applicable. Every covenant, term, and
provision of this Agreement shall be construed simply according to its fair
meaning and not strictly for or against any party hereto.


 


16.16. Incorporation by Reference. All
exhibits and schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.


 


16.17. Withholding. Salary, bonuses, employee
benefits, and all other compensation paid by the Employer and taxable to the
Physician shall be subject to required withholding taxes, social security
taxes, and other employment taxes required to be withheld by the Employer with
respect to compensation paid by an employer to an employee.


 


16.18. Public Announcement. No public
announcement of the Physician’s employment by the Employer or any other matter
contemplated herein, including termination, shall be made by either party
without the prior written consent of the other party.


 


16.19. Expenses. Each party shall pay the fees
and expenses of his or its own counsel and experts and all other expenses
incurred by such parties incident to the negotiation, preparation, and
consummation of this Agreement.


 


16.20. Survival of Representations, Warranties, and Covenants.
All representations and warranties of the parties hereto made in this
Agreement shall survive the termination of this Agreement and all covenants and
agreements of the parties hereto made in this Agreement, including, without
limitation, the provisions of Sections 9.1, 9.2, 13, 14 and 15 hereof, shall
survive the termination of this Agreement until such covenants and agreements
shall have been fully performed and satisfied.


 


THE
BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

THE NEXT PAGE IS THE SIGNATURE PAGE


 


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IN WITNESS
WHEREOF, the parties have caused this Agreement to be made and
entered into on the date last below written with the intent to be legally
bound.


 


 


	
   

  	
  21ST CENTURY ONCOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DANIEL
  E. DOSORETZ, M.D.

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHYSICIAN:

  
	
   

  	
   

  
	
   

  	
  EDUARDO FERNANDEZ, M.D.

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
  Date:

  



 


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