Exhibit 10.78


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”), dated as of February 21, 2008, by and among
RADIATION THERAPY SERVICES HOLDINGS, INC., a Delaware corporation (“Holdings”),
RADIATION THERAPY SERVICES, INC., a Florida corporation (the “Company”),
and NORTON TRAVIS (“Executive”).


 


WHEREAS, the Company is
engaged in the business of providing radiation therapy services to cancer
patients;


 


WHEREAS, the Company has
entered into that certain Agreement and Plan of Merger (the “Merger Agreement”)
by and among the Company, Radiation Therapy Investments, LLC, a Delaware
limited liability company, Holdings and RTS MergerCo, Inc., a Florida
corporation (“Merger Sub”), dated as of October 19, 2007, pursuant to
which Merger Sub will merge with and into the Company (the “Merger”), with the
Company as the surviving corporation in the Merger and a wholly-owned
subsidiary of Holdings;


 


WHEREAS, the Company wishes
to assure itself of the services of the Executive for the period provided in
this Agreement and the Executive is willing to serve in the employ of the
Company for such period upon the terms and conditions hereinafter set forth;
and


 


NOW THEREFORE, in
consideration of the mutual covenants herein contained, the parties, intending
to be legally bound, hereby agree as follows:


 


1.   EMPLOYMENT.  The Company hereby agrees to
employ the Executive upon the terms and conditions herein contained, and the
Executive hereby agrees to accept such employment for the term described below.
The Executive agrees to serve as the Company’s Executive Vice President and
General Counsel during the term of this Agreement. In such capacity, the
Executive shall have the authorities, functions, powers, duties and
responsibilities that are customarily associated with such position and as the
Chief Executive Officer or the board of directors of the Company (the “Board”)
may reasonably assign to him from time to time consistent with such position.
It is expressly agreed and understood that Executive shall be based in New York
and shall travel to the Company’s headquarters in Fort Myers, Florida and other
Company locations on a periodic basis, at the Company’s expense, as necessary.
The Company acknowledges and agrees that Executive may continue to serve as “of
counsel” to the law firm of Garfunkel, Wild & Travis, P.C. (“GWT”)
with the express understanding that (x) such “of counsel” arrangement
shall include only minimal services related to transition and (y) Executive
shall not receive any compensation or ongoing financial or other interest in
the law firm (other than any vested retirement benefit interest).


 


Throughout the term of this
Agreement, the Executive shall devote his best efforts and substantially all of
his business time and services to the business and affairs of the Company. The
Executive currently serves on the board of directors of the entities set forth
on the attached Exhibit A. Nothing herein shall preclude Executive from (i) serving
or continuing to serve on the board of directors of entities that do not
compete with the Company and to the extent such service does not materially
interfere with Executive’s performance under this Agreement; provided that
Executive will not agree to serve or actually serve on the board of directors
of any


 

















 


entity for which he has not
previously served without first notifying the Board or (iii) serving or
continuing to serve on the boards or advisory committees of medical, charitable
or other similar organizations to the extent such service does not materially
interfere with Executive’s performance under this Agreement. As periodically
requested by the Board, Executive shall use commercially reasonable efforts to
assist the Board in determining whether Executive’s membership on the board of
directors or any other involvement with any entity could reasonably be expected
to result in health care compliance issues or liability for the Company or any
of its subsidiaries, affiliates and/or joint ventures and to take such actions
as are reasonably requested by the Board to remedy and/or mitigate any such
issues or liability identified by the Board.


 


2.         TERM OF
AGREEMENT.  The initial
five (5) year term of Executive’s employment under this Agreement shall
commence as of the date of closing of the Merger (the “Effective Date”). After
the expiration of such initial 5 year employment period, the term of the
Executive’s employment hereunder shall automatically be extended without
further action by the parties for successive two (2) year renewal terms,
provided that if either party gives the other party at least one hundred twenty
(120) days advance written notice of its intention to not renew this Agreement
for an additional term, the Agreement shall terminate upon the expiration of
the current term.


 


Notwithstanding the foregoing,
the Company shall be entitled to terminate this Agreement immediately before
the end of the initial term or any renewal term, subject to a continuing
obligation to make the payments, if any, required under Section 5 below,
if the Executive (i) becomes Disabled (as defined in Section 5(c) below),
(ii) is terminated by the Company for Cause or without Cause or (iii) voluntarily
terminates his employment for Good Reason or for any other reason or no reason
before the then current term of this Agreement expires.


 


3.   EXECUTIVE
COMPENSATION.


 


(a) Annual
Base Salary. The Executive shall receive an annual base salary during the
term of this Agreement at a rate of not less than Nine Hundred Thousand Dollars
($900,000) (as increased from time to time pursuant to this Agreement, the “Base
Salary”), payable in installments consistent with the Company’s normal payroll
schedule. The Board or its Compensation Committee (the “Compensation Committee”)
shall review this Base Salary at annual intervals, and may, but shall not be
obligated to, increase the Base Salary from time to time as the Board or the
Compensation Committee deems to be appropriate.


 


(b) Performance
Incentive Bonus. The Executive shall also be entitled to receive an annual
performance-based incentive bonus from the Company during the term of this
Agreement with a target bonus amount not less than $300,000 per annum (as the
Board may, but shall not be obligated to adjust from time to time, the “Target
Bonus”), the actual amount of the bonus to be determined by the Board, in good
faith, on an annual basis pursuant to a bonus plan based on factors including,
without limitation, the Company’s achievement of earnings before interest,
taxes, depreciation and amortization and net debt targets (the “Bonus Plan”).
The bonus amount to be paid to the Executive in


 


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any given year pursuant to
the Bonus Plan shall be referred to as the Executive’s “Bonus.” The Bonus shall
be paid to the Executive within thirty (30) days following the availability of
the Company’s annual financial statements and shall be payable in cash.


 


4.   ADDITIONAL
COMPENSATION AND BENEFITS.  The Executive
shall receive the following additional compensation and welfare and fringe
benefits:


 


(a) Participation
in Benefit Plans. The Executive shall be eligible to participate in the
employee benefit plans and programs maintained by the Company from time to time
for its executives, or for its employees generally, including without
limitation any life, medical, dental, accidental and disability insurance and
profit sharing, pension, retirement, savings, stock option, incentive stock and
deferred compensation plans, in accordance with the terms and conditions as in
effect from time to time.


 


(b) Vacation.
The Executive shall be entitled to no less than four (4) weeks of vacation
(or such greater vacation benefits as may be provided in the future by the
Board or Compensation Committee) during each year during the term of this
Agreement and any extensions thereof, prorated for partial years.


 


(c) Business
Expenses. The Company shall reimburse the Executive for all reasonable
expenses he incurs, in accordance with the Company’s then-current policies, in
promoting the Company’s business, including expenses for travel, entertainment
of business associates, service and usage charges for business use of cellular
phones and similar items, continuing legal education and full time secretarial
support, upon presentation by the Executive from time to time of an itemized
account of such expenditures.


 


(d) Other.
In addition to the benefits provided pursuant Sections 4(a), 4(b) and
4(c), the Executive shall be eligible to participate in such other executive
compensation and retirement plans of the Company as are available generally to
other officers, and in such welfare benefit plans, programs, practices and
policies of the Company as are generally applicable to other key employees,
including any deferred compensation plan made generally available to the senior
officers of the Company. The Company will use commercially reasonable efforts
to obtain on behalf of Executive long-term disability insurance coverage during
the term of the Agreement on such terms and conditions as are standard in the
industry.


 


5.   PAYMENTS UPON
TERMINATION.


 


(a) Involuntary
Termination. If the Executive’s employment is terminated by the Company
during the term of this Agreement, the Executive shall be entitled to receive
his Base Salary accrued and unpaid through the date of termination (the “Termination
Date”) and his earned and unpaid Bonus, if any, for the fiscal year ending
prior to the Termination Date. The Executive shall also receive any
nonforfeitable benefits already earned and payable to him under the terms of
any deferred compensation, incentive or other benefit plan maintained by the
Company, payable in accordance with the terms of


 


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the applicable plan. The
payments and benefits that the Executive shall be entitled to pursuant to this Section 5(a) are
collectively referred to as the Executive’s “Accrued Compensation”.


 


(b) Severance
Payments. If the Executive’s employment is terminated (i) by the
Company without Cause or (ii) by the Executive for Good Reason, in
addition to payment of the Accrued Compensation, the Company shall also be
obligated to make a series of monthly payments to the Executive for a period of
thirty-six (36) months immediately following the Termination Date provided,
however, in the event the Executive is terminated after the second anniversary
of the Effective Date, such thirty-six month period shall be reduced to twenty
four (24) months. Each monthly payment shall be equal to one-twelfth (l/12th)  of
the sum of (x) the Executive’s annual Base Salary, as in effect on the Termination
Date, plus (y) the Executive’s Bonus for the year immediately prior to the
year during which termination occurs; provided that for purposes of this Section 5(b),
Executive’s 2007 Bonus shall be deemed to be $300,000.


 


(c) Disability.
The Company shall be entitled to terminate this Agreement, if the Board
determines that the Executive has been unable to attend to his duties for at
least one-hundred and twenty (120) days out of any three hundred and sixty
(360) day period because of a medically diagnosable physical or mental
condition, and has received a written opinion from a physician acceptable to
the Board that such condition prevents the Executive from resuming full
performance of his duties at such time and during the succeeding 120 days or is
likely to continue for an indefinite period (any such condition, a “Disability”).
If the Company terminates this Agreement due to Executive’s Disability, the
Executive shall be entitled to receive the Accrued Compensation and any
disability benefits payable pursuant to any long-term disability plan or other
disability program or insurance policies maintained or provided by the Company.


 


(d) Termination
for Cause. If the Executive’s employment is terminated by the Company for
Cause, the amount the Executive shall be entitled to receive from the Company
shall be limited to the Accrued Compensation.


 


For
purposes of this Agreement, the term “Cause” shall be limited to (i) any
action by the Executive involving willful disloyalty to the Company, such as
embezzlement, fraud, misappropriation of corporate assets or a breach of the
covenants set forth in Sections 8 and 9 below; (ii) the Executive being
convicted of or entering a plea of guilty or no contest or similar plea with
respect to, a felony; (iii) the Executive being convicted of or entering a
plea of guilty or no contest or similar plea with respect to, any lesser crime
or offense (x) committed in connection with the performance of his duties
hereunder, (y) involving fraud, dishonesty or moral turpitude or (z) that
causes the Company or any of its subsidiaries a substantial and material
financial detriment; (iv) substantial neglect or willful misconduct in
carrying out Executive’s material duties (other than resulting from the
Executive’s Disability) or violations of policies of the Company and/or its
subsidiaries resulting in material harm to the Company or any of its
subsidiaries; or (v) substantial and repeated failure, refusal or
inability (except where due to illness or Disability) to perform Executive’s
duties hereunder. Notwithstanding the


 


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foregoing, no termination
pursuant to subsection (iv) or (v) shall be treated as termination
for Cause unless the Board has provided the Executive with written notice
specifying in reasonable detail the alleged Cause for termination and the Cause
is not cured within 30 days after the date of such notice.


 


(e) Voluntary
Termination by the Executive. If the Executive resigns or otherwise
voluntarily terminates his employment and the termination is not for Good
Reason, the Executive shall only be entitled to the Accrued Compensation upon
such termination.


 


For purposes of this
Agreement, a termination by the Executive shall be for “Good Reason” if the
Executive resigns during the period of three months after the date the
Executive is (i) assigned to a position other than Executive Vice
President and General Counsel of the Company (other than any such assignment
for Cause or by reason of Disability) without the Executive’s consent, (ii) assigned
duties materially inconsistent with such position (other than any such
assignment for Cause or by reason of Disability) without the Executive’s
consent, and such assignment is not rectified within 15 business days after
written notice to the Company, (iii) transferred to a geographic location
of employment more than 30 miles from the current location of employment
without the Executive’s consent, (iv) directed to report to anyone other
than the Chief Executive Officer, without the Executive’s consent or (v) the
Company materially breaches any material term of this Agreement; provided that
no breach of this Agreement by the Company shall be deemed to constitute “Good
Reason” unless the Executive provides the Board with written notice specifying
in reasonable detail the alleged breach and such breach is not cured within 30
days after the date of such notice.


 


(f) Release.
In order to receive the payment(s) provided for in this Section 5,
Executive must execute and deliver to the Company a release substantially
similar to the form attached hereto as Exhibit B.


 


6.   DEATH.  If the Executive dies during
the term of this Agreement, the Company shall pay to the Executive’s estate a
lump sum payment equal to the sum of (i) the Executive’s Accrued
Compensation, plus (ii) the product of (x) the Board’s good faith
estimated annual Bonus for the fiscal year during which the death occurs based
on the performance of the Company at the time of death and (y) a fraction,
the numerator of which is the number of whole and partial months in the fiscal
year in which the death occurs through the date of death, and the denominator
of which is 12. In addition, the death benefits payable by reason of the
Executive’s death under any retirement, deferred compensation or other employee
benefit plan maintained by the Company shall be paid to the beneficiary
designated by the Executive in accordance with the terms of the applicable plan
or plans.


 


7.   WITHHOLDING.  The Company shall, to the
extent permitted by law, have the right to withhold and deduct from any payment
hereunder any federal, state or local taxes of any kind required by law to be
withheld with respect to any such payment.


 


8.   PROTECTION OF
CONFIDENTIAL INFORMATION.  The Executive agrees that he
will keep all confidential and proprietary information of the Company or
relating to its


 


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business (including, but not
limited to, information regarding the Company’s customers, pricing policies,
methods of operation, proprietary computer programs and trade secrets)
(collectively, the “Confidential Information”) confidential, and that he will
not (except with the Company’s prior written consent), while in the employ of
the Company or at any time thereafter, disclose any such confidential
information to any person, firm, corporation, association or other entity,
other than in furtherance of his duties hereunder, and then only to those with
a “need to know.” The Executive shall not make use of any such Confidential
Information for his own purposes or for the benefit of any person, firm,
corporation, association or other entity (except the Company) under any
circumstances during or at any time after the term of his employment. The
foregoing shall not apply to any information which is already in the public
domain, or is generally disclosed by the Company or is otherwise in the public
domain at the time of disclosure, except if such information is in the public
domain as a result of the Executive’s actions in contravention of this Section 8.


 


In the event that the
Executive is requested or required by judicial, legislative or regulatory
process to disclose any Confidential Information, the Executive will provide
the Company with commercially reasonable notice of any such request or
requirement so that the Company may seek a protective order, seek to narrow the
scope of the disclosure sought or other appropriate remedy and/or waive
compliance with the terms of this agreement. The Executive agrees to provide
commercially reasonable assistance to the Company at the Company’s sole expense
in seeking a protective order or other remedy, if requested by the Company. If
a protective order or other remedy is not obtained and, based on the advice of
counsel, Executive determines disclosure is required, the Executive may make
such disclosure without liability under this Agreement provided that the
Executive may disclose only that portion of the Confidential Information which
is legally required, and to a commercially reasonable extent, the Executive
shall give the Company notice of the information to be disclosed as far in
advance of its disclosure as practicable and, the Executive shall use
commercially reasonable efforts to ensure that confidential treatment will be
accorded to all such disclosed information.


 


The Executive recognizes
that because his work for the Company will bring him into contact with
confidential and proprietary information of the Company, the restrictions of
this Section 8 are required for the reasonable protection of the Company
and its investments and for the Company’s reliance on and confidence in the
Executive.


 


9.   PROHIBITION OF
CERTAIN ACTIVITIES. In
consideration of the transactions contemplated hereby, the Executive hereby
covenants and agrees that he will not, for a period beginning on the date of
this Agreement and ending three (3) years (the “Restricted Period”) after
such Executive’s Termination Date, except in the event that the Executive’s
Termination Date occurs after the second anniversary of the date hereof, in
which case, the Restricted Period shall end two (years) after such Executive’s
Termination Date, (i) engage in any business activities for himself or on
behalf of any enterprise in any capacity or own any interest in any entity
which compete or are competitive with the Company in the business of
organizing, establishing, developing, providing or managing radiation therapy
services or services ancillary thereto, in any state in which the Company, its
subsidiaries, affiliates and/or any of its joint ventures then operate or has
plans to operate as of the Executive’s Termination Date, (ii) interfere or
disrupt or


 


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attempt to interfere or
disrupt, the relationships between the Company, its subsidiaries, affiliates
and/or joint ventures and any patient, referral source or supplier or other
person having business relationships with the Company, its subsidiaries,
affiliates and/or joint ventures, (iii) solicit, induce or hire, or
attempt to solicit, induce or hire, any employee of the Company, its
subsidiaries, affiliates and/or joint ventures or (iv) publish or make any
disparaging statements about the Company, any affiliate of the Company, or any
of their directors, officers or employees, under circumstances where it is
reasonably foreseeable that the statements will be made public (the activities
described in clauses (i) through (iv) above, collectively, “Prohibited
Activities”), Notwithstanding the foregoing, this Section 9 will be of no
force and effect for the period (the “Toll Period”) during which the Company
fails to make the payments, if any, required under Section 5(b) and
such payments are in fact due and payable pursuant to Section 5(b),
provided that the Toll Period shall not take effect unless the Executive
provides the Board with written notice that such payments are due and payable
and the Company does not make such payments within 30 days after the date of
such notice. The Executive will be deemed to be engaged in Prohibited
Activities if he engages or participates in any entity that engages in
Prohibited Activities or becomes affiliated with any person who engages in
Prohibited Activities as an employee, officer, director, consultant, advisor,
legal counsel, agent, partner, proprietor or other participant; provided, that
the ownership of no more than 2 percent of the stock of a publicly traded
corporation shall not be deemed participation in or affiliation with an entity
or person so long as the Executive has no other connection or relationship with
such entity or person.


 


Notwithstanding anything to
the contrary herein, after the termination of this Agreement, the following
shall not be deemed Prohibited Activities under clause (i) above: working
for a hospital or healthcare system; provided that and only for so long as (i) less
than 10% of such hospital or health care system’s revenues relate to radiation
therapy services, (ii) such hospital or health care system’s (in addition
to any other entity affiliated with such hospital or healthcare system for
which such entity and such hospital or health care system’s financial
statements are eligible for consolidation) revenues related to the provision of
radiation therapy services or services ancillary thereto, in the aggregate, do
not exceed $20 million in any fiscal year and (iii) such hospital or
healthcare system is not located within 50 miles of a then existing or planned
Company radiation treatment center, except for any hospital or health care
system located in the New York City area or Long Island, New York for which the
50 mile restriction shall be reduced to 10 miles.


 


10. INJUCTIVE RELIEF. The Executive
acknowledges and agrees that it would be difficult to fully compensate the
Company for damages resulting from the breach or threatened breach of the
covenants set forth in Sections 8 and 9 of this Agreement and accordingly
agrees that the Company shall be entitled to temporary and injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent
injunctions, to enforce such provisions in any action or proceeding instituted
in the United States District Court for the Western District of Florida or in
any court in the State of Florida having subject matter jurisdiction. This
provision with respect to injunctive relief shall not, however, diminish the
Company’s right to claim and recover damages.


 


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It is expressly understood
and agreed that although the parties consider the restrictions contained in
this Agreement to be reasonable, if a court determines that the time or
territory or any other restriction contained in this Agreement is an
unenforceable restriction on the activities of the Executive, no such provision
of this Agreement shall be rendered void but shall be deemed amended to apply
as to such maximum time and territory and to such extent as such court may
judicially determine or indicate to be reasonable.


 


The Executive acknowledges
and confirms that (a) the restrictive covenants contained in Sections 8
and 9 hereof are reasonably necessary to protect the legitimate business
interests of the Company, and Holdings’ interests as the purchaser of the
Company for substantial consideration and (b) the restrictions contained
in Sections 8 and 9 hereof (including without limitation the length of the term
of the provisions of Sections 8 and 9 hereof) are not overbroad, overlong, or
unfair and are not the result of overreaching, duress or coercion of any kind.
The Executive further acknowledges and confirms that his full and faithful
observance of each of the covenants contained in Sections 8 and 9 hereof will
not cause him any undue hardship, financial or otherwise, and that enforcement
of each of the covenants contained herein will not impair his ability to obtain
employment commensurate with his abilities and on terms fully acceptable to him
or otherwise to obtain income required for the comfortable support of him and
his family and the satisfaction of the needs of his creditors. The Executive
acknowledges and confirms that his special knowledge of the business of the
Company is such as would cause the Company serious injury or loss if he were to
use such ability and knowledge to the benefit of a competitor or were to
compete with the Company in violation of the terms of Sections 8 and 9 hereof.
The Executive further acknowledges that the restrictions contained in Sections
8 and 9 hereof are intended to be, and shall be, for the benefit of and shall
be enforceable by, the Company’s successors and assigns.


 


If the Executive shall be in
violation of any provision of Sections 8 and 9, then each time limitation set
forth in the applicable section shall be extended for a period of time equal to
the period of time during which such violation or violations occur. If the
Company seeks injunctive relief from such violation in any court, then the
covenants set forth in Sections 8 and 9 shall be extended for a period of time
equal to the pendency of such proceeding including all appeals by the
Executive.


 


Sections 7 through 17 of
this Agreement shall survive the termination or expiration of this Agreement.


 


11. Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when personally
delivered, sent by telecopy or facsimile (with confirmation of receipt), one
day after deposit with a reputable overnight delivery service (charges prepaid)
and three days after deposit in the U.S. Mail (postage prepaid and return
receipt requested) to the address set forth below or such other address as the
recipient party has previously delivered notice to the sending party.


 


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(a) If to the Company:


 


Radiation Therapy Services
Holdings, Inc.

c/o Vestar Capital Partners V, L.P.

245 Park Avenue, 41st Floor

New York, NY 10167

Attention: James L. Elrod, Jr.

Facsimile: (212) 808-4922


 


with copies (which shall not
constitute notice) to:


 


Vestar Capital Partners V,
L.P.

245 Park Avenue, 41st Floor

New York, NY 10167

Attention: Jack Feder

Facsimile: (212) 808-4922


 


Kirkland & Ellis
LLP

Citigroup Center

153 E. 53rd Street

New York, NY 10022

Attention: Michael Movsovich

Facsimile: (212) 446-4900


 


Dr. Daniel Dosoretz

Chief Executive Officer

2234 Colonial Boulevard

Fort Myers, FL 33907

Facsimile: (239) 931-7380


 


Shumaker, Loop &
Kendrick, LLP

101 East Kennedy Boulevard

Suite 2800

Tampa, FL 33602

Attention: Darrell C. Smith

Facsimile: (813) 229-1660


 


(b)            If to Executive, to the, address
set forth below:


 


Norton L. Travis




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12. SEPARABILITY.  If any
provision of this Agreement shall be declared to be invalid or unenforceable,
in whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof which shall remain in full force and effect.


 


13. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the assigns and successors of
the Company, but neither this Agreement nor any rights hereunder shall be
assignable or otherwise subject to hypothecation by the Executive. The Company
may assign this Agreement to any of its subsidiaries or affiliates but the
Company shall remain bound by the terms hereof.


 


14. ENTIRE
AGREEMENT.  This Agreement represents
the entire agreement of the parties and shall supersede the Prior Agreements
and any other previous contracts, arrangements or understandings between the
Company and the Executive related to employment. The Agreement may be amended
at any time by mutual written agreement of the parties hereto.


 


15. GOVERNING
LAW.  This Agreement
shall be construed, interpreted, and governed in accordance with the laws of
the State of Florida, other than the conflict of laws provisions of such laws.


 


16. SUBMISSION
TO JURISDICTION.  Any suit, action or
proceeding with respect to this Agreement, or any judgment entered by any court
in respect of any thereof, shall be brought in any court of competent
jurisdiction in the State of Florida, and each of the Company and the Executive
hereby submit to the exclusive jurisdiction of such courts for the purpose of
any such suit, action, proceeding or judgment. The Executive and the Company
hereby irrevocably each waive any objections which it may now or hereafter have
to the laying of the venue of any suit, action or proceeding arising out of or
relating to this Agreement brought in any court of competent jurisdiction in
the State of Florida, and hereby further irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in
any inconvenient forum


 


17. WAIVER
OF JURY TRIAL.  Each of the parties hereto
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this agreement or the transactions contemplated
by this agreement.


 


18. HEADINGS. The headings contained in this Agreement are included for convenience
only and no such heading shall in any way alter the meaning of any provision.


 


19. WAIVER. The failure of either party to insist upon strict adherence to any
obligation of this Agreement shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or
any other term of this Agreement. Any waiver must be in writing.


 


20. COUNTERPARTS. This Agreement may be executed in two (2) counterparts, each of
which shall be considered an original.


 


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IN WITNESS
WHEREOF, this Agreement has been duly executed as of the day and year first
above written.


 


	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name: Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Daniel E. Dosoretz, MD

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  President — CEO

  Radiation Therapy Services, Inc.

  21st Century Oncology, Inc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Norton Travis 

  
	
   

  	
   

  	
  Norton Travis

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADDRESS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Signature Page to

Employment Agreement


 

















 


EXHIBIT A


 


Board
Memberships


 


CareCore National, LLC


 

















 


EXHIBIT B


 


Form of
Release


 


THIS RELEASE (this “Release”)
is made as of this   th day of
                        ,
20  , by and between RADIATION THERAPY SERVICES, INC., a Florida
corporation (the “Company”), and NORTON TRAVIS (“Executive”).


 


PRELIMINARY
RECITALS


 


A.            Executive’s employment with the Company has terminated.


 


B.            Executive and the Company are parties to an Executive
Employment Agreement, dated as of
                ,
2008 (the “Agreement”).


 


AGREEMENT


 


In consideration of the
payments due Executive under the Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.             Executive, intending to be legally bound, does hereby,
on behalf of himself and his agents, representatives, attorneys, assigns,
heirs, executors and administrators (collectively, the “Executive Parties”)
REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates,
subsidiaries, parents, joint ventures, and its and their officers, directors,
shareholders, members, and managers, and its and their respective successors
and assigns, heirs, executors, and administrators (collectively, the “Company
Parties”) from all causes of action, suits, debts, claims and demands
whatsoever in law or in equity, which Executive or any of the Executive Parties
ever had, now has, or hereafter may have, by reason of any matter, cause or
thing whatsoever, from the beginning of Executive’s initial dealings with the
Company to the date of this Release, and particularly, but without limitation
of the foregoing general terms, any claims arising from or relating in any way
to Executive’s employment relationship with Company, the terms and conditions
of that employment relationship, and the termination of that employment
relationship, including, but not limited to, any claims arising under the Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”),
Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et
seq., the Civil Rights Act of 1966, 42 U.S.C. §1981, the Civil Rights Act of
1991, Pub. L. No. 102-166, the Americans with Disabilities Act, 42 U.S.C.
§12101 et seq., the Age Discrimination in Employment Act, as amended, 29 U.S.C.
§621 et seq., the Fair Labor Standards Act, 29 U.S.C. §201 et seq., the
National Labor Relations Act, 29 U.S.C. §151 et seq., the Civil False Claims
Act, §31 U.S.C §3729 et seq and related state false claims act provisions and
any other claims under any federal, state or local common law, statutory, or
regulatory provision, now or hereafter recognized, but not including such
claims to


 

















 


payments and other rights
provided Executive under the Agreement. This Release is effective without
regard to the legal nature of the claims raised and without regard to whether
any such claims are based upon tort, equity, implied or express contract or
discrimination of any sort. Except as specifically provided herein, it is
expressly understood and agreed that this Release shall operate as a clear and
unequivocal waiver by Executive of any claim for accrued or unpaid wages,
benefits or any other type of payment.


 


2.             Executive expressly waives all rights afforded by any
statute which limits the effect of a release with respect to unknown claims.
Executive understands the significance of his release of unknown claims and his
waiver of statutory protection against a release of unknown claims.


 


3.             Executive agrees that he will not be entitled to or
accept any benefit from any claim or proceeding within the scope of this
Release that is filed or instigated by him or on his behalf with any agency,
court or other government entity.


 


4.             Executive further agrees and recognizes that he has
permanently and irrevocably severed his employment relationship with the
Company, effective as of the date hereof, that he shall not seek employment
with the Company or any affiliated entity at any time in the future, and that
the Company has no obligation to employ him in the future.


 


5.             The parties agree and acknowledge that the Agreement, and
the settlement and termination of any asserted or unasserted claims against the
Company and the Company Parties pursuant to this Release, are not and shall not
be construed to be an admission of any violation of any federal, state or local
statute or regulation, or of any duty owed by the Company or any of the Company
Parties to Executive.


 


6.             Executive certifies and acknowledges as follows:


 


(a)           That he has read the terms of this
Release, and that he understands its terms and effects, including the fact that
he has agreed to RELEASE AND FOREVER DISCHARGE the Company and all Company
Parties from any legal action or other liability of any type related in any way
to the matters released pursuant to this Release other than as provided in the
Agreement and in this Release.


 


(b)           That he understands the significance
of his release of unknown claims and his waiver of statutory protection against
a release of unknown claims.


 


(c)           That he has signed this Release
voluntarily and knowingly in exchange for the consideration described herein,
which he acknowledges is adequate and satisfactory to him and which he
acknowledges is in addition to any other benefits to which he is otherwise
entitled.


 


(d)           That he has been and is hereby
advised in writing to consult with an attorney prior to signing this Release.


 


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(e)           That he does not waive rights or
claims that may arise after the date this Release is executed or those claims
arising under the Agreement with respect to payments and other rights due
Executive on the date of, or during the period following, the termination of
his Employment.


 


(f)            That the Company has provided him
with adequate opportunity, including a period of twenty-one (21) days from the
initial receipt of this Release and all other time periods required by
applicable law, within which to consider this Release (it being understood by
Executive that Executive may execute this Release less than 21 days from its
receipt from the Company, but agrees that such execution will represent his
knowing waiver of such 21-day consideration period), and he has been advised by
the Company to consult with counsel in respect thereof.


 


(g)           That he has seven (7) calendar
days after signing this Release within which to rescind, in a writing delivered
to the Company, the portion of this Release related to claims arising under
ADEA or any other claim arising under any other federal, state or local that
requires extension of this revocation right as a condition to the valid release
and waiver of such claim.


 


(h)           That at no time prior to or
contemporaneous with his execution of this Release has he filed or caused or
knowingly permitted the filing or maintenance, in any state, federal or foreign
court, or before any local, state, federal or foreign administrative agency or
other tribunal, any charge, claim or action of any kind, nature and character
whatsoever (“Claim”), known or unknown, suspected or unsuspected, which
he may now have or has ever had against the Company Parties which is based in
whole or in part on any matter referred to in Section 1 above; and,
subject to the Company’s performance under this Release, to the maximum extent
permitted by law, Executive is prohibited from filing or maintaining, or
causing or knowingly permitting the filing or maintaining, of any such Claim in
any such forum. Executive hereby grants the Company his perpetual and
irrevocable power of attorney with full right, power and authority to take all
actions necessary to dismiss or discharge any such Claim. Executive further
covenants and agrees that he will not encourage any person or entity, including
but not limited to any current or former employee, officer, director or
stockholder of the Company, to institute any Claim against the Company Parties
or any of them, and that except as expressly permitted by law or administrative
policy or as required by legally enforceable order he will not aid or assist
any such person or entity in prosecuting such Claim.


 


7.             The Company (meaning, solely for this purpose, the
Company’s directors and executive officers and other individuals authorized to
make official communications on the Company’s behalf) will not disparage
Executive or Executive’s performance or otherwise take my action which could
reasonably be expected to adversely affect Executive’s personal or professional
reputation, Similarly, Executive will not disparage any Company Party or
otherwise take any action which could reasonably be expected to adversely
affect the personal or professional reputation of any Company Party.


 


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8.             Executive agrees that he will not disparage or denigrate
to any person any aspect of his relationship with the Company or any of its
affiliates, nor the character of the Company or any of its affiliates or their
respective agents, representatives, products, or operating methods, whether
past, present, or future, and whether or not based on or with reference to
their past relationship; provided, however, that this paragraph
shall have no application to any evidence or testimony requested of Executive
by any court or government agency. In the event any government agency or any of
Company’s or any of its affiliates’ present or future labor unions, adverse
parties in actual or potential litigation, suppliers, service providers,
employees or customers initiate communications with the Executive, the
Executive agrees that he will only inform any such persons, consistent with
this paragraph, of his change in status and direct such persons to an
appropriate officer or current employee of the Company.


 


9.             Miscellaneous


 


(a)           This Release and the Agreement, and
any other documents expressly referenced therein, constitute the complete and
entire agreement and understanding of Executive and the Company with respect to
the subject matter hereof, and supersedes in its entirety any and all prior
understandings, commitments, obligations and/or agreements, whether written or
oral, with respect thereto; it being understood and agreed that this Release and
including the mutual covenants, agreements, acknowledgments and affirmations
contained herein, is intended to constitute a complete settlement and
resolution of all matters set forth in Section 1 hereof.


 


(b)           The Company Parties are intended
third-party beneficiaries of this Release, and this Release may be enforced by
each of them in accordance with the terms hereof in respect of the rights
granted to such Company Parties hereunder. Except and to the extent set forth
in the preceding two sentences, this Release is not intended for the benefit of
any Person other than the parties hereto, and no such other person or entity
shall be deemed to be a third party beneficiary hereof. Without limiting the
generality of the foregoing, it is not the intention of the Company to
establish any policy, procedure, course of dealing or plan of general
application for the benefit of or otherwise in respect of any other employee,
officer, director or stockholder, irrespective of any similarity between any
contract, agreement, commitment or understanding between the Company and such
other employee, officer, director or stockholder, on the one hand, and any
contract, agreement, commitment or understanding between the Company and
Executive, on the other hand, and irrespective of any similarity in facts or
circumstances involving such other employee, officer, director or stockholder,
on the one hand, and Executive, on the other hand.


 


(c)           The invalidity or unenforceability of
any provision of this Release shall not affect the validity or enforceability
of any other provision of this Release, which shall otherwise remain in full
force and effect.


 


(d)           This Release may be executed in
separate counterparts, each of which shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.


 


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(e)           The obligations of each of the
Company and Executive hereunder shall be binding upon their respective
successors and assigns. The rights of each of the Company and Executive and the
rights of the Company Parties shall inure to the benefit of, and be enforceable
by, any of the Company’s, Executive’s and the Company Parties’ respective
successors and assigns. The Company may assign all rights and obligations of
this Release to any successor in interest to the assets of the Company.


 


(f)            No amendment to or waiver of this
Release or any of its terms shall be binding upon any party hereto unless
consented to in writing by such party.


 


(g)           ALL
ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW
OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.


 


*
* * * *


 


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Intending to be legally
bound hereby, Executive and the Company have executed this Release as of the
date first written above.


 


 


	
   

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


 


READ
CAREFULLY BEFORE SIGNING


 


 


I have read this Release and
have been given adequate opportunity, including 21 days from my initial receipt
of this Release, to review this Release and to consult legal counsel prior to
my signing of this Release. I understand that by executing this Release I will
relinquish certain rights or demands I may have against the Company Parties or
any of them.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness: