Exhibit 10.80


 


AMENDMENT
NO. 3 TO

EMPLOYMENT AGREEMENT


 


This Amendment No. 3 to
Employment Agreement dated and effective as of January 1, 2007 by and
between 21st Century Oncology, Inc. (“21st Century”) and Constantine Mantz, M.D. (the “Physician”).


 


WITNESSETH


 


WHEREAS, 21st Century and Physician are parties to an
Employment Agreement dated August 1, 2003 and Amendments to Employment
Agreement dated January 26, 2006 and October 1, 2006 (collectively as
modified the “Agreement”); and


 


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


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants herein contained and for other valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:


 


1.        Section 3.4  Additional
Salary. is hereby added as follows:


 


In
addition, Physician shall be entitled to receive an additional annual Salary of
Two Hundred Thousand Dollars ($200,000.00). 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 5.7
Medical Director and Other Duties.


 


2.        Section 5.7  Medical
Director and Other Duties. is hereby added as follows:


 


Subject to the direction and
control of the Employer, Physician’s area of responsibility shall include those
of medical director for the Lee County radiation oncology division and
corporate medical advisor.


 


3.        Except as specifically revised herein,
the terms of the Agreement shall remain in full force and effect.


 

















 


IN WITNESS
WHEREOF, the undersigned have executed this instrument on
the date set forth herein effective as of January 1, 2007.


 


 


	
  21ST CENTURY ONCOLOGY, INC.

  	
   

  	
  PHYSICIAN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel E. Dosoretz

  	
   

  	
  /s/ Constantine Mantz

  
	
  Name:

  	
  Daniel
  E. Dosoretz, M.D.

  	
   

  	
  Constantine Mantz, M.D.

  
	
  Title:

  	
  President and Chief
  Executive Officer

  	
   

  	
   

  



 

















 


CONTRACT
REVIEW FORM

RADIATION THERAPY SERVICES, INC.


 


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

  	
   

  	
  Amendment to Employment
  Agreement

  
	
   

  	
   

  	
   

  
	
  Contractee Name and
  Location:

  	
   

  	
  Dr. Connie Mantz

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  OK

  
	
   

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

  	
   

  	
  —

  
	
   

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

  	
   

  	
  —

  
	
   

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

  	
   

  	
  —

  
	
   

  	
  If
  applicable, HIPAA requirements, included

  	
   

  	
  OK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
  3/14/07

  
	
   

  	
  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

  	
   

  	
  3/9/07

  
	
   

  	
  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: 

  	
  Constantine Mantz, M.D.

  
	
  CC:
  HR, Simon Benson, Dr. Mantz

  	
   

  



 


DIST
3-16-07


 

















 


AMENDMENT
NO. 2 TO

EMPLOYMENT AGREEMENT


 


This Amendment No. 2 to
Employment Agreement dated and effective as of October 1, 2006 by and
between 21st Century Oncology, Inc. (“21st Century”) and Constantine Mantz, M.D. (the “Physician”).


 


WITNESSETH


 


WHEREAS, 21st Century and Physician are parties to an
Employment Agreement dated August 1, 2003 and an Amendment to Employment
Agreement dated January 26, 2006 (collectively as modified the “Agreement”);
and


 


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


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants herein contained and for other valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:


 


1.        Section 3.2  Production
Bonus. is hereby deleted in its entirety and replaced with the
production bonus, as more particularly set forth on Exhibit 1, Lee County
Radiation Oncology Compensation Program, attached hereto.


 


In addition, Physician shall
receive a Bonus equal to twenty-two and one half percent (22.5%) of the
quarterly collections of “Professional Fees” from the treatment of patients
treated at Employer’s Key West, Florida radiation therapy center. For purposes
of this Agreement, “Professional Fees” means twenty percent (20%) of the
collections, including collections from global fees, from treatment of patients
treated at Employer’s Key West, Florida radiation therapy center. This “Key
West” bonus shall continue so long as Physician is functioning as the
supervising medical director for the Employer’s Key West, Florida radiation
therapy center.


 


2.        Except as specifically revised herein,
the terms of the Agreement shall remain in full force and effect.


 


IN WITNESS
WHEREOF, the undersigned have executed this instrument on the
date set forth herein effective as of October 1, 2006.


 


	
  21ST CENTURY ONCOLOGY, INC.

  	
   

  	
  PHYSICIAN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel E. Dosoretz

  	
   

  	
  /s/ Constantine Mantz

  
	
  Name:

  	
  Daniel
  E. Dosoretz, M.D.

  	
   

  	
  Constantine Mantz, M.D.

  



 

















 


EXHIBIT 1

Lee County Radiation Oncology Compensation Program (the “Program”)


 


Physician Employee shall be
eligible for a Production Bonus. The Production Bonus shall be equal to the
following calculations against the “Bonus Pool”. For purposes of determining
the Production Bonus, the Bonus Pool shall be defined as the Lee County
Professional Collections, adjusted in accordance with this Exhibit 1, in
each three (3) month period beginning October 1, 2006, less the
compensation of the physicians practicing at Employer’s Lee County Centers
other than compensation payable under the Program. For purposes of this
Production Bonus, Lee County Professional Collections shall be defined as
twenty percent (20%) of Employer’s total collections, net of refunds and
overpayments, received from radiation therapy services provided to patients at
Employer’s Lee County Centers, meaning Employer’s radiation therapy centers in
Lee County, Florida, as follows:


 


·                  3680 Broadway, Ft. Myers, FL
33901-8019


·                  1419 SE 8th Terrace, Cape Coral, FL 33990-3213


·                  7341 Gladiolus Drive, Ft.
Myers, FL 33908-5122


·                  8991 Brighton Lane, Bonita
Springs, FL 34135


·                  1120 Lee Boulevard, Lehigh
Acres, FL 33936


 


Lee County Professional
Collections shall be adjusted as follows: (1) reduced by fifty percent
(50%) of the amount of any ancillary bonuses earned by physicians working for
Employer at locations other than Employer’s Lee County Centers during each
three month period, which ancillary bonuses are based upon the net collections
received from radiation therapy services provided to patients at Employer’s Lee
County Centers (2) reduced by up to $250,000 as may be determined each
quarter within the discretion of Drs. D. Dosoretz and J. Rubenstein.


 


Once the Bonus Pool has been
determined, the amount that the Physician shall receive shall be an amount
determined by multiplying the Bonus Pool by the percentage determined by
dividing the Physician’s relative value units (RVUs) generated during the
quarter by the sum of the RVUs generated by the physician employees
specializing in radiation oncology and working in the Employer’s radiation
therapy centers in Lee County during the same quarter.


 


In addition to the Production
Bonus, in each three (3) month period beginning October 1, 2006, the
Physician shall be eligible to receive a participation in the Ancillary Profit
Production Bonus Program equal to the Net Distributable Profits of ancillary
services, calculated as follows: Net Distributable Profits for PET, diagnostic
CT and diagnostic MRI Services - Lee County Radiation Oncology and Surgery
Subdivisions, divided by the number of physicians in the Lee County Radiation
Oncology and Lee County Surgery Subdivisions of 21st Century
Oncology, Inc. participating in the Ancillary Profit Production Bonus
Program.


 

















 


Net Distributable Profits
for PET, diagnostic CT and diagnostic MRI Services -Radiation Oncology and
Surgery Subdivisions are equal to thirty-six percent (36%) of the net amount of
fees collected by Employer for PET, diagnostic CT and diagnostic MRI services
provided to patients at Employers’ Lee County Centers, net of refunds and
overpayments, less the sum of (1) payments to vendors or suppliers for
intervals, nuclear tracer doses (NTD) (2) rent and/or rent equivalent on
capital investments required to provide the PET, diagnostic CT and diagnostic
MRI services (3) related technical services, including personnel costs, (4) payments
for professional radiology services necessary to interpret the PET, diagnostic
CT and diagnostic MRI studies (5) other direct expenses that may apply and
(6) 10% of the net amount of fees collected for indirect expenses. In the
event that the actual indirect expenses are more than 10% of the amount of fees
collected as set forth above, the Employer reserves the right to modify the
indirect expense ratio accordingly. In such event, the Employer will, upon
request, provide Physician Employee with the basis for such adjustment.


 


Employer shall pay the
Production Bonus and the participation in the Ancillary Profit Production Bonus
Program to Physician within thirty (30) days following the month in which it
has been earned, without interest and in arrears.


 

















 


CONTRACT
REVIEW FORM

RADIATION THERAPY SERVICES, INC.


 


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

  	
   

  	
  Amendment to Employment
  Agreement

  
	
   

  	
   

  	
   

  
	
  Contractee Name and
  Location:

  	
   

  	
  C. Mantz, 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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

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

  	
   

  	
   

  
	
   

  	
  If
  applicable, HIPAA requirements, included

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
  1/4/07

  
	
   

  	
  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

  	
   

  	
  1/4/07

  
	
   

  	
  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:

  	
  C. Mantz, M.D.

  
	
  CC: Simon Benson, Denyse Austra, Dr. Mantz

  



 


DIST
1/5/07


 

















 


AMENDMENT
TO

EMPLOYMENT AGREEMENT


 


This Amendment to Employment
Agreement entered this 26th day of January, 2006 is by and between 21st Century Oncology, Inc. (“21st Century”) and Constantine Mantz, M.D. (the “Physician”).


 


WITNESSETH


 


WHEREAS, 21st Century and Physician are parties to an
Employment Agreement dated August 1, 2003 (the “Employment Agreement”);
and


 


WHEREAS, the parties
desire to clarify that the Key West, Florida radiation therapy center was
originally intended to be included in the Production Bonus that is described in
Section 3.2 of the Employment Agreement;


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants herein contained and for other valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:


 


1.        The Employment Agreement is hereby deemed
amended effective as of August 1, 2003 to include Professional Fees from
the treatment of patients treated at Employer’s Key West, Florida radiation
therapy center in addition to the centers enumerated in Section 3.2 of the
Employment Agreement;


 


2.        Except as specifically revised herein,
the terms of the Employment Agreement shall remain in full force and effect.


 


IN WITNESS
WHEREOF, the undersigned have executed this instrument on the
date set forth herein effective as of August 1, 2003.


 


 


	
  21ST CENTURY ONCOLOGY, INC.

  	
   

  	
  PHYSICIAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel E. Dosoretz

  	
   

  	
  /s/ Constantine Mantz

  
	
  Name:

  	
  Daniel
  E. Dosoretz, M.D.

  	
   

  	
  Constantine Mantz, M.D.

  
	
  Title:

  	
  President and Chief
  Executive Officer

  	
   

  	
   

  



 

















 


CONTRACT
REVIEW FORM

RADIATION THERAPY SERVICES, INC.


 


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

  	
   

  	
  Amendment to Employment
  Agreement

  
	
   

  	
   

  	
   

  
	
  Contractee Name and
  Location:

  	
   

  	
  Connie Mantz, M.D.

  
	
   

  	
   

  	
   

  
	
  Attorney
  Office Name, Location drafting agreement template

  	
   

  



 


Compliance Reviewer’s
checklist:


 


	
   

  	
  Reviewed
  to ensure that terms meet applicable

  	
   

  	
   

  
	
   

  	
  Anti-Kickback
  Law Safe Harbors and Stark Law Exceptions

  	
   

  	
  OK

  
	
   

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

  	
   

  	
  OK

  
	
   

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

  	
   

  	
  OK

  
	
   

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

  	
   

  	
  OK

  
	
   

  	
  If
  applicable, HIPAA requirements, included

  	
   

  	
  OK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Authorized Signatory

  	
   

  	
  2/9/06

  
	
   

  	
  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

  	
   

  	
  2/9/06

  
	
   

  	
  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:


 


	
   

  	
  JOYCE / HR

  	
   

  	
  2/13/06

  
	
   

  	
  DENYSE / ADM

  	
   

  	
  2/13/06

  
	
   

  	
  SIMON / AP

  	
   

  	
  2/13/06

  
	
   

  	
  DR. MANTZ / MAILED TO THIS
  HOME

  	
   

  	
  2/13/06

  



 














 


PHYSICIAN’S
EMPLOYMENT AGREEMENT


 


BY AND
BETWEEN


 


21ST CENTURY ONCOLOGY, INC.


 


AND


 


CONSTANTINE
MANTZ, M.D.


 

















 


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 Constantine Mantz,
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 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, 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.


 


2.                     Employment Term.  The Physician’s employment hereunder shall
commence on 2 July 1, 2003 (the “Effective Date”) and shall continue through
June 30, 2008 and, thereafter, shall be automatically renewed for additional
periods 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”).


 


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.
 Physician shall be entitled
to receive an annual Salary of Four Hundred Fifty Thousand Dollars
($450,000.00). 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 receive a Bonus equal to twenty-two and one half percent
(22.5%) of the quarterly collections over One Million Twenty-Five Thousand
Dollars ($1,025,000.00) of “Professional Fees” from the treatment of patients
treated at Employer’s Fort Myers, Lakes Park, Cape Coral and Lehigh Acres
radiation therapy centers. For purposes of this Agreement, “Professional Fees”
means twenty percent (20%) of the collections, including collections from
global fees, from treatment of patients treated at Employer’s Fort Myers, Lakes
Park, Cape Coral and Lehigh Acres radiation therapy centers.


 


3.3.                      Payment. Employer shall pay the
Production Bonus referred to in this Section 3 to Physician within thirty (30)
days following the month in which it has been earned, without interest and in
arrears.


 


4.                     Representations,
Warranties, and Covenants of the Physician. Physician represents and
warrants to 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 Physician’s
obligations hereunder shall not constitute a breach of any duty, covenant,
understanding, or agreement to which Physician is a party or by which Physician
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”, 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.


 


4.5.                                      Physician
either has admitting and hospital staff privileges or shall obtain admitting
and hospital staff privileges, at hospitals where Employer regularly engages in
practice and Physician is assigned;


 

















 


4.6.                                      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 Employer is then a participant;


 


4.7.                                      Physician
has a valid DEA number;


 


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


 


Duties and
Responsibilities.


 


5.1.                      Area of Responsibility. Subject to the
direction and control of the Employer, Physician’s principal areas of
responsibility shall be those of a physician, practicing predominantly within
the Specialty. The Employer agrees that the Physician shall have such authority
as may be reasonably required by Physician in order to discharge such
responsibilities in an efficient and proper manner.


 


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


 


5.3.                      Duties and Responsibilities. In
fulfilling Physician’s duties and responsibilities hereunder, Physician shall
comply with the policies and procedures of Employer, including the Employee
Handbook and 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
Agreement. During the Employment Term, Physician shall provide in-office and
hospital coverage, including hospital call coverage on weekends, evenings, and
after hours, in accordance with the coverage and call schedule determined by
Employer


 

















 


from time to time. During
the Employment Term, Physician agrees to perform such other administrative
services and duties as Employer may, from time to time, designate and assign to
Physician. During the Employment Term, Physician shall become a participating
physician in, and agrees to accept assignment for payment under, such third
party payor or managed care programs, including, without limitation, health
maintenance programs and preferred provider organizations, as Employer shall
designate from time to time, and shall obtain and maintain admitting and
hospital staff privileges at Lee County hospitals as Employer may require.
During the Employment Term, Physician shall not engage in or carry on or be
employed by, directly or indirectly, any other medical business or profession;
provided, however, that nothing herein contained shall prohibit Physician from
investing or trading in stocks, bonds, commodities, or other securities or
forms of investments, including real property, or pursuing non-professional
activities; provided, further, that such activities do not materially adversely
affect or interfere with Physician’s performance of Physician’s duties,
responsibilities, and obligations as specified or contemplated hereunder.


 


5.4.                      Practice Assignment. Physician shall be
assigned primarily to practice at Employer’s Fort Myers, Lakes Park, Cape Coral
and Lehigh Acres radiation therapy centers but shall also be available to
practice from time to time at such other locations in Lee County, Florida as
Employer may direct.


 


5.5.                      Residence. Physician will be expected
to reside within Lee County and to participate in the life of the community
there.


 


5.6.                      Additional Responsibilities. In further
fulfilling duties and responsibilities hereunder, Physician shall attend Tumor
Boards, Cancer Conferences, and Cancer Society meetings.


 


6.                     Employer’s Patients.
Employer shall determine who shall be accepted as its Patients, and
Physician recognizes that such Patients accepted are Patients of Employer and
not the Physician. Employer shall designate, or establish a procedure for
designating, which of its Physician Employees shall treat each such Patient.
Physician shall be free to exercise Physician’s professional judgment in
connection with the diagnosis and treatment of a Patient and in fulfilling
Physician’s responsibilities for Employer; however, Physician agrees to observe
and comply with the policies, standards, and procedures of Employer as the same
shall exist and be modified from time to time by Employer, provided they are
reasonable and do not violate any applicable statute, law, rule, or regulation,
of any governmental body. Upon the request of the Employer in connection with a
claim, action, or specific Patient question, whether made during, or after the
occurrence of an “Event of Termination” (as hereinafter defined), Physician
shall provide in writing a true and complete account of all procedures relating
to the rendering of professional services by Physician in connection with such
claim, action, or Patient question.


 


7.                     Fees and Billing
Practices. Employer shall charge for professional services
rendered by Physician as one of Employer’s Physician Employees in accordance
with the fee and billing practices established by Employer, from time to time,
and shall be responsible for seeing


 

















 


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


 


8.                     Attorney-in-Fact. Physician
hereby appoints the Employer during the Employment Term to be Physician’s true
and lawful attorney-in-fact for the following purposes (a) to bill Patients in
Physician’s name and on Physician’s behalf; (b) to collect accounts receivable
resulting from such billing in Physician’s name and on Physician’s 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 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 Employer, and
(g) to initiate legal proceedings in the name of Physician (i) to collect any accounts
and monies owed to Employer for services rendered by Physician, (ii) to enforce
the rights of 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.
Physician authorizes Employer, as Physician’s attorney-in-fact, to take any
further action and to execute such documents and instruments that Employer
shall consider necessary or advisable in connection with any of the foregoing,
hereby giving Employer full power and authority to do and perform each and
every act or thing whatsoever requisite or advisable to be done in connection
with the foregoing as fully as Physician might or could do personally, and
hereby ratifying and confirming all that 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 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 Physician after the “Effective Date of Termination” (as hereinafter
defined) of Physician’s employment hereunder.


 


9.                     Insurance.


 


9.1                                   Medical
Malpractice Insurance.


 


9.1.1.                During Employment. During the Employment Term, Employer
shall obtain and maintain in full force and effect medical malpractice
insurance insuring Employer and 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 Physician for
and on behalf of Employer during the Employment Term with the same coverage
limits as provided for Employer’s other Physician Employees in the practice
areas of Florida. Physician represents that Physician knows of no fact,
condition, circumstance, or event that would preclude Physician’s eligibility
for such coverage at standard rates. 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. 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 Physician for
and on behalf of Employer hereunder during the Employment Term, shall cease
upon the termination of Physician’s employment hereunder for whatever reason.


 


9.1.3.                Reimbursement and Offset. If Physician’s employment with
Employer terminates for any reason, 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 Employer obtained pursuant to the
provisions of Section 9.1.1 hereof. By the execution of this Agreement,
Physician irrevocably assigns any rights or interests that Physician may have
in such refund. Further, Physician agrees to take such action and execute such
documents as Employer may deem necessary to obtain such refund. If Physician
receives the refund, Physician shall immediately reimburse Employer the pro
rata amount of the premium, if any, for such medical malpractice insurance coverage
paid by Employer for the unexpired term. If Physician fails to make such
reimbursement within thirty (30) calendar days after the “Effective Date of
Termination” (as hereinafter defined) of Physician’s employment hereunder,
Employer may offset the amount of such remaining prorated premium against any
amounts due


 

















 


Physician by Employer,
whether hereunder or otherwise, or, in the alternative, make written demand on
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 Physician’s employment with Employer terminates for any reason
other than Termination Without Cause by Employer or death or retirement,
Physician shall immediately obtain, at Physician’s own expense, a policy or
policies of medical malpractice insurance insuring Employer and Physician from
and against claims that may be made after the “Effective Date of Termination”
(as hereinafter defined) of 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 Physician for
and on behalf of Employer during the Employment Term with the same coverage
limits as provided in the medical malpractice insurance policy insuring
Physician and maintained by Employer immediately prior to the “Effective Date
of Termination” of Physician’s employment hereunder (the “Extended Reporting
Coverage” or “professional liability tail-end
insurance”). If Physician’s employment with Employer terminates
because of death, retirement or Termination Without Cause by Employer, Employer
shall immediately obtain, at Employer’s expense, the Extended Reporting
Coverage or professional liability tail-end insurance.


 


Within
thirty (30) calendar days after the “Effective Date of Termination” of
Physician’s employment hereunder, Physician shall provide Employer with a
certificate of insurance which shall verify that Physician has obtained such
Extended Reporting Coverage or professional liability tail-end insurance issued by an “A” rating
through Best Services, which shall name 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
Employer with at least thirty (30) days’ advance written notice.


 


The
parties hereto intend that Physician’s obligations under this Section 9.2.1
shall be satisfied only if 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 Physician’s “Effective Date of Termination” (as hereinafter defined), the
same medical malpractice insurance policy maintained by Employer pursuant to
the provisions of Section 9.1.1 hereof during the Employment Term.


 

















 


9.2.2.                Reimbursement and Offset. If Physician’s employment with
Employer terminates for any reason other than Termination Without Cause by
Employer or death or retirement, and if 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 Physician’s employment
hereunder, Employer may obtain the same and offset the cost thereof against any
amounts due Physician by Employer, whether hereunder or otherwise, or, in the
alternative, make written demand on 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, Employer agrees to provide basic hospital and
major medical insurance coverage for Physician (but not other members of
Physician’s family, if any) to the extent obtainable with coverage amounts as
Employer shall in its sole discretion determine and subject to the limitations
and restrictions of 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 meet eligibility
rules and requirements of Employer’s plan.


 


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


 


11.                          Leaves of Absence. 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, 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 five (5) days 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
Employer’s prior consent, at times which are most convenient to Employer,
taking into consideration seasonal fluctuations in and the demand for
professional services upon Employer’s Practice and vacations and other leaves
of absence of 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 Employer or reimbursed to
the Physician, subject to the terms, conditions, and limitations set forth in
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, Physician’s Compensation and benefits
provided hereunder shall continue in full. 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             Death Benefit.
In the event of death during employment hereunder, Employer shall pay to
Physician’s designated beneficiary as salary continuation, two (2) months of
Physician’s average monthly Compensation for the immediately preceding twelve
month period, payable monthly, beginning one month following the date of death.


 


11.8             Holidays.
During each year of the employment periods hereunder, 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
Physician’s continued employment, Employer may require Physician to incur
certain reasonable expenses for promoting and furthering the business and
objectives of Employer.


 


12.2.            Transportation.
Except as otherwise provided herein, during the Employment Term, and as a
condition to Physician’s continued employment, Physician shall, at Physician’s
expense, (a) provide and use as necessary an automobile for use in connection
with Physician’s performance of Physician’s duties under this Agreement, (b)
maintain such automobile in good condition and repair, and (c) carry and
maintain public automobile liability insurance that insures Physician against
claims arising out of the use of such automobile in the course of 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) per
occurrence. In addition, 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.
Physician agrees to provide Employer with an appropriate certificate of
insurance that shall verify that 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 Employer may, from time to time, request.


 


12.4.            Reimbursement. Subject to the terms, conditions, and limitations set forth in
Employer’s Expense Reimbursement Policy as it may exist and be modified from
time to time, Employer shall, during each year of the Employment Term,
reimburse Physician for such reasonable expenses incurred during the promotion
and furtherance of Employer’s business and objectives as 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), 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 Employer and 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 Physician to
satisfy the representations and warranties set forth in Section 4 hereof;


 


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


 


13.1.3.              The death of Physician;


 


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


 


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


 

















 


13.2.            Termination
Without Cause. Notwithstanding anything
contained in this Agreement to the contrary, either party may terminate
Physician’s employment hereunder at any time without “Cause” (as hereinafter
defined) by giving the other party hereto written notice thereof no less than
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,” 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, Employer may, by written notice to Physician, relieve
Physician of Physician’s obligations to continue rendering services as one of
Employer’s Physician Employees during the notice period, in which event
Employer shall continue the payment of Salary and other benefits which would
otherwise be payable to Physician from the date of such notice to the “Effective
Date of Termination.” During such period, Physician expressly agrees to comply
with this Agreement, and Physician’s right to continue to receive payments of
Physician’s Salary and other benefits hereunder during such period is
conditioned upon such compliance.


 


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


 


13.3.1.              Physician’s material breach
of this Agreement;


 


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


 


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


 


13.3.5.              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,


 

















 


by any governmental
authority having jurisdiction over Physician, upon Physician so that Physician
cannot engage in the professional service for which Physician 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 Physician was a participant or with respect to which
Employer is then a participant;


 


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


 


13.3.9.              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 Physician to be uninsurable for
medical malpractice liability insurance coverage;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


13.3.22             Physician accepts other
employment that places restrictions on 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 Physician actually
performs services for 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 Employer to deliver written notice thereof to Physician
specifying in reasonable detail the nature and extent of such act, event, or
circumstance; and if Physician fails to cure such act, event, or circumstance
within fifteen (15) calendar days after Physician receives such written notice
from Employer, Employer may immediately terminate Physician’s employment
hereunder for Cause by delivering written notice thereof to Physician.


 


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


 


13.6.1               Compensation. If an Event
of Termination occurs for any reason, 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 Employer elects to relieve Physician of the obligation to render
services during the notice of termination period pursuant to the provisions of Section 13.2.
hereof, Physician shall be entitled to receive the Compensation he would


 

















 


have received pursuant to
the immediately preceding sentence had Employer not made such election,
provided Physician is in compliance with this Agreement.


 


13.6.2               Benefits. If an Event of Termination occurs for any reason, 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 Employer, if any. 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 hereunder in accordance with the
terms and conditions thereof, without any further financial obligations or
contributions on the part of Employer with respect to such benefits.
Notwithstanding anything contained herein to the contrary, 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 Physician may be entitled to
receive shall be discontinued and forfeited, and Employer shall have no further
obligations to Physician as of the Effective Date of Termination.
Notwithstanding the foregoing, if Employer elects to accelerate Physician’s
Effective Date of Termination of employment hereunder to an intermediate date
pursuant to the provisions of Section 13.2.2 hereof, Physician shall be
entitled to receive the benefits he would have received had the Employer not
made such election, provided Physician is in compliance with this Agreement.


 


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


 


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


 


13.6.5               Patient
Records. Physician acknowledges,
understands, and agrees that all records and files concerning Patients belong
to and constitute the property of Employer and not that of Physician and that
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 Employer, and Physician shall promptly
return any such records and files to Employer that Physician may then have, or
at any time thereafter discover to be, in Physician’s 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 Physician, Physician shall properly endorse and
deliver such checks (or other form of payment) to the principal office of
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, Employer
receives any correspondence addressed to Physician which Employer reasonably
believes in good faith relates to any aspect of services rendered by Physician
while employed by Employer, the Physician authorizes 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 Physician
within five (5) calendar days, or, if it is unrelated to such services, the
Employer shall promptly forward the original to 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 Physician hereunder subsequent to
the occurrence of an Event of Termination, including Compensation and benefits
payable to Physician during the notice of termination period pursuant to the
provisions of Section 13.2.2 hereof, shall be subject to Physician’s
compliance with this Agreement.


 


14.                  Restrictive Covenants.


 


14.1             General. Physician understands and
agrees that, through Physician’s association and relationship with Employer as
one of its Physician Employees, 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 Employer’s Practice, Patients, employees, and referral sources,
and has established, and shall continue to establish, personal relationships
with Employer’s Patients, employees, and referral sources.


 


14.2             Covenant
Not to Compete. In the event
of termination of this agreement for any reason, Employee shall not, for two
years thereafter, practice radiation oncology at any center in Lee, Collier or
Charlotte County, Florida or at those hospitals in Lee, Collier or Charlotte
County, Florida where physicians employed by Employer or an affiliate of
Employer are, at the time of such termination, practicing radiation.


 


14.3             Covenant
Not to Disclose Proprietary Information. Physician
further covenants and agrees that Physician shall not, except in connection
with the performance of Physician’s duties hereunder or except with the prior
written consent of Employer, at any time during or following the termination of
Physician’s employment with 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).
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 Employer that Physician may at any time discover to be in
Physician’s possession.


 


For
purposes of this Agreement, “Proprietary Information” shall mean any
information or materials that Physician has obtained or that has been disclosed
to the Physician, whether intentionally or unintentionally, as a result of
Physician’s association and relationship with Employer as one of its Physician
Employees, relating to 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 Employer; (f) any medical
procedures developed by any officer, director, shareholder, employee, member,
consultant, or agent of 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 Employer’s
Practice, Patients, or referral sources; (h) any other information not
generally known that is disclosed to the Physician or known by Physician as a
consequence of Physician’s association and relationship with 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. Physician
further covenants and agrees that, for the period commencing with the date
hereof and ending two (2) year(s) after the termination of Physician’s
employment with Employer for any reason whatsoever, Physician shall not, except
in connection with the performance of Physician’s duties hereunder, directly or
indirectly, whether for or on behalf of herself or any other person or entity,
hire or engage, or attempt to hire or engage, any individual who shall have
been an employee of Employer at any time during the two (2) year(s) period
prior to the date of Physician’s termination of employment with Employer.


 


15.                  General Provisions.


 


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


 


15.2             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
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.


 


15.3             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.


 


15.4             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 Employer and Physician with respect to the subject
matter contained herein.


 


15.5.            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 Employer and Physician. No waiver by Employer or 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 Employer or 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.


 


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


 


15.7.            Assignment. Physician may neither assign Physician’s rights nor
delegate Physician’s duties and obligations under this Agreement; provided,
however, that nothing contained in this Agreement shall prevent 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 Employer’s assets; and


 

















 


further provided, that
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 Employer hereunder.


 


15.8.            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 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).


 


15.9             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 Lee 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 Physician or by any other person or entity directly or indirectly
acting for, on behalf of, or with 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.


 


15.10.          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.


 


15.11.          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.


 














 


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


 


15.13.          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.


 


15.14.          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.


 


15.15.          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.


 


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


 


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


 


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


 


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


 


15.20.          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.


 


15.21.          Stock
Purchase. Employer shall offer to Physician up to fifty thousand
(50,000) shares of the common stock of Radiation Therapy Services, Inc. (“RTS”),
at the fair market value of such stock as determined as of the date of purchase
of such stock by an independent appraiser as selected by Employer. This offer
shall remain in effect until July 31, 2005 provided Physician remains
employed by Employer. 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. 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,
offer to sell 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.


 


THE
BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

THE NEXT PAGE IS THE SIGNATURE PAGE


 

















 


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:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
  DANIEL E. DOSORETZ, M.D.,
  President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  2234 Colonial Blvd.

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHYSICIAN:

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Constantine Mantz

  
	
   

  	
  CONSTANTINE MANTZ, M.D.

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6-18-03

  
	
   

  	
  Date:

  	
   

  
					



 

















 


CONTRACT
REVIEW FORM

RADIATION THERAPY SERVICES, INC.


 


	
  Contract:

  	
  Physician’s Employment
  Agreement — Dr. Mantz

  
	
   

  
	
  Attorney drafting
  agreement:

  	
  Henderson, Franklin
  template

  
			



 


Compliance reviewer’s
checklist:


	
   

  	
  Reviewed to ensure that
  the contract meets compliance requirements.

  	
   

  	
   

  



 


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

  	
   

  	
  6/20/03

  
	
   

  	
  Completed by:

  	
   

  	
  Date

  
					



 


Distribution Information:


 


	
   

  	
  Sent
  by:

  	
  CC: JOE

  	
  HAND DELIVERED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sent
  via:

  	
  DENYSE

  	
  HAND DELIVERED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date
  sent:

  	
  JOYCE 

  	
  HAND DELIVERED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CCs
  to:

  	
  DR. MANTZ: 

  	
  MAILED TO HIS HOME