Exhibit 10.82


 


Execution
Copy


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This Amendment to Physician’s
Employment Agreement (the “Amendment”) dated as of February 1, 2010 is by
and between 21st Century Oncology, LLC f/k/a 21st Century Oncology, Inc. (the “Employer”)
and James H. Rubenstein, M.D. (the “Physician”).


 


WITNESSETH


 


WHEREAS, Employer and
Physician are parties to that certain Employment Agreement, dated February 21,
2008 (the “Employment Agreement”);


 


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


 


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


 


1.                  Section 3. Section 3
of the Employment Agreement is hereby amended to delete the reference made to “Three
Hundred Thousand Dollars ($300,000.00) and to replace it with “Two Hundred
Thousand Dollars ($200,000.00)”.


 


2.                  Effective Date. The parties
acknowledge and agree that the effective date of the foregoing amendment shall
be March 1, 2010.


 


3.                  No Further Amendments. The parties
agree that all provisions of the Employment Agreement shall remain in full
force and effect except when contradicted by this Amendment, in which case this
Amendment shall control.


 


4.                  Counterparts. This Amendment
may be signed in one or more counterparts and by facsimile or electronic mail,
all of which shall be considered one and the same agreement.


 


[SIGNATURE
PAGE TO FOLLOW]


 

















 


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


 


 


	
  21st CENTURY ONCOLOGY, LLC.

  	
   

  	
  PHYSICIAN:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel Dosoretz

  	
   

  	
  /s/ James H. Rubenstein

  
	
  Name:

  	
  Daniel Dosoretz, M.D.

  	
   

  	
  James
  H. Rubenstein, M.D.

  
	
  Title:

  	
  President

  	
   

  	
   

  



 

















 


PHYSICIAN
EMPLOYMENT AGREEMENT


 


THIS PHYSICIAN EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into as of February 21, 2008
by and between 21ST CENTURY ONCOLOGY, INC., a Florida corporation (“21st
Century”) or its assignee and JAMES H. RUBENSTEIN, M.D. (“Physician”).


 


WITNESSETH:


 


WHEREAS, 21st Century is a
Florida corporation that operates as a multi-specialty physician group practice
specializing in cancer care and treatment (“Group”);


 


WHEREAS, 21st Century is
subsidiary of Radiation Therapy Services, Inc. (“RTSI”), a Florida
corporation that has ownership interests in other corporations (the “Affiliates”)
that operate physician practices and radiation therapy centers (“Centers”);


 


WHEREAS, RTSI has entered
into that certain Agreement and Plan of Merger (the “Merger Agreement”) by and
among RTSI, Radiation Therapy Investments, LLC, a Delaware limited liability
company, Radiation Therapy Services Holdings, Inc., a Delaware corporation
(“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 RTSI (the “Merger”), with RTSI as the surviving corporation in the
Merger and a wholly-owned subsidiary of Holdings;


 


WHEREAS, Physician is a
radiation oncologist who is licensed to practice medicine in Florida;


 


WHEREAS, Physician is
concurrently herewith entering into an Executive Employment Agreement (the “Executive
Agreement”) with Holdings and RTSI;


 


WHEREAS, the Physician and
the Company are currently parties to an Physician Agreement dated as of April,
2004, which will be superseded by this Agreement; and


 


WHEREAS, 21st Century wishes
to engage Physician to provide medical services as a radiation oncologist
according to the terms and conditions of this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and of the promises hereinafter contained, the
parties agree as follows:


 


1.                           TERM.  Subject to the conditions set forth below, Physician agrees to provide
services as a radiation oncologist at locations specified pursuant to this
Agreement to such persons as are accepted by 21st Century as patients of the
Group. Unless terminated earlier by either party as provided herein, this
Agreement shall be for three (3) years beginning the date hereof, and
shall be automatically renewed for consecutive two (2) year terms
thereafter on the anniversary date of this Agreement unless either party gives
written notice to the other party at least one hundred twenty (120) days in advance
of the renewal date of its intent not to renew the Agreement.


 


2.                           ACCEPTANCE
BY PHYSICIAN.  Physician agrees to provide
medical services for the Group on the terms and conditions herein set forth.
Physician shall practice at such locations as are mutually agreed and it is
contemplated that Physician will work up to two (2) days per week under
this Agreement while the Executive Agreement is in effect. Throughout the term
of this Agreement and any renewal period hereof, Physician will be licensed to
practice medicine in the State of Florida and/or such other states as mutually
agreed. Physician agrees that in the rendition of such professional services
for the


 

















 


Group, Physician will comply
with the reasonable policies, standards and regulations of 21st Century
established from time to time. This Agreement is exclusive in favor of 21st
Century and Physician may not perform services for other providers of radiation
therapy or oncology services without the prior written approval of 21st
Century. Nothing in this Agreement shall be deemed to preclude Physician from (i) serving
or continuing to serve as an officer or on the Board of Directors of entities
that do not compete with 21st Century to the extent such
service does not materially interfere with Physician’s performance under this
Agreement or (ii) serving or continuing to serve on the board or advisory
committees of medical, charitable or other similar organizations.


 


3.                           COMPENSATION.  21st Century agrees to pay Physician for the services provided hereunder
a base annual salary of Three Hundred Thousand Dollars ($300,000) (“Base Salary”).
21st Century shall pay all medical malpractice insurance premiums related to
Physician’s employment including “tail” coverage after termination or
expiration of this Agreement.


 


4.                           TERMINATION.


 


(a)                       The Physician
may at any time voluntarily terminate this Agreement prior to the end of the
term with or without giving notice.


 


(b)                      21st Century
may terminate this Agreement for “Cause” upon the occurrence of any of the
following events:


 


(i)                             A final and
unappealable suspension, revocation, or cancellation of Physician’s license or
right to perform medical services in the State of Florida, other than for any
revocation or cancellation of Physician’s license as a result of failure to
renew or other clerical error that is cured within 30 days following notice of
cancellation or revocation to Physician;


 


(ii)                          The final and
unappealable 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 medical services contemplated hereunder,
other than as a result of any clerical error that is cured within 30 days
following notice of cancellation or revocation to Physician;


 


(iii)                       Physician shall
willfully or with gross negligence fail or refuse to materially comply after
reasonable notice with the reasonable policies, standards, and regulations of
21st Century from time to time established or engage in gross misconduct resulting
in material economic harm to 21st Century;


 


(iv)                      Physician is
convicted of a felony;


 


(v)                         Physician is
convicted of a crime or offense committed in connection with his duties
hereunder; or


 


(vi)                      Physician is
terminated or excluded from the Medicare or Medicaid program as a participating
physician.


 


Notwithstanding the
foregoing, no termination pursuant to subsection (iii) shall be treated as
termination for Cause unless 21st Century has
provided the Physician 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.


 


(c)                       21st Century
may terminate this Agreement without Cause at any time.


 

















 


(d)                      21st Century
may terminate this Agreement if Physician has been unable to attend to his
duties for at least one hundred and twenty (120) days because of a medically
diagnosable physical or mental condition, and has received a written opinion
from a physician acceptable to 21st Century that such condition prevents
Physician 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.


 


(e)                       This agreement
will automatically terminate upon Physician’s death.


 


(f)                         If the
Executive Agreement is terminated for any reason, 21st Century shall have the
right, but not the obligation to terminate this Agreement, without any
liability or obligation to the Physician, other than any Accrued Compensation
payable pursuant to Section 5.


 


(g)                      If the Executive
Agreement is terminated for any reason, but this Agreement is not terminated,
this Agreement shall remain in full force and effect except that (i) the
Physician’s Base Salary shall be increased to Seven Hundred Thousand Dollars
($700,000), (ii) Physician shall be required to work five (5) days
per week rather than up to two (2) days per week and (iii) Physician
shall be eligible to participate in such other bonus and benefit plans afforded
other senior physicians of the Company and receive comparable fringe benefits
to such other senior physicians.


 


5.                           TERMINATION
PAYMENTS.  If this Agreement is
terminated for any reason during the term of this Agreement, the Physician
shall be entitled to receive his Base Salary accrued and unpaid through the
date of termination (the Physician’s “Accrued Compensation”).


 


6.                           NON-COMPETITIVE
AND RESTRICTIVE AGREEMENTS.


 


(a)                       During the term
of this Agreement and any renewal period, Physician shall not undertake any
professional service except as directed and authorized by 21st Century and
shall not engage in any profession other than the rendition of the professional
services as directed by 21st Century, other than pursuant to the Executive
Agreement.


 


(b)                      In
consideration of the transactions contemplated hereby and the payment of the
Merger Consideration (as defined in the Merger Agreement), a substantial
portion of which was paid to Physician, in the event of the termination of this
Agreement for any reason, Physician agrees not to directly or indirectly engage
in the practice of radiation therapy or oncology, or otherwise compete with
21st Century, or any of its physician providers, by practicing as a radiation
therapist or oncologist (i) at any hospital in which physician providers
of 21st Century regularly admit or treat patients, (ii) within any county
in which 21st Century, RTSI or any of their Affiliates
operate a Center, or (iii) or within a radius of twenty-five (25) miles of
any location where 21st Century provides physician or radiation therapy
services, or 21st Century, RTSI or any of their Affiliates operate a Center,
for a period beginning on the date of this Agreement and ending on the later of
(a) the fifth anniversary of this Agreement and (b) three (3) years
after the date of such actual termination of this Agreement. Notwithstanding
anything to the contrary, the Physician may practice medicine, individually or
as part of a group practice of five (5) or less radiation oncologists
following the termination or expiration of this Agreement; provided, that neither
the Physician’s individual nor group practice (i) has affiliated
relationships with any other physician practices or (ii) has more than one
geographic location. The purpose of this covenant is to protect 21st Century
from the irreparable harm it will suffer if Physician competes with 21st
Century, and having been introduced to 21st Century’s personnel and patients
and after learning special medical procedures used by 21st Century’s physician
providers, 21st Century’s business procedures, office and practice policies,
and the special and confidential professional procedures developed by 21st
Century.


 

















 


(c)                       The parties
agree that in the event of any breach or attempted breach of any of the
covenants set out in section 6(b) (the “Covenant Not to Compete”), 21st
Century will be entitled to equitable relief by way of injunction or otherwise,
in addition to any remedy at law which may be available. The parties agree that
any violation or threatened violation by Physician of the Covenant Not to
Compete will cause 21st Century to suffer irreparable harm. The parties agree
that 21st Century’s remedy of an injunction is not the exclusive remedy for
breach of the Covenant Not to Compete and that a court may grant such
additional relief as is reasonable.


 


(d)                      In the event
the Covenant Not to Compete shall be determined by a court of competent
jurisdiction to be unenforceable by reason of its geographic or temporal
restrictions being too great, or by reason that the range of activities covered
is too great, or for any other reason, this Section 6 shall be interpreted
to extend over the maximum geographic area, period of time, range of activities
or other restrictions as to which it may be enforceable.


 


(e)                       RTSI shall be a
third party beneficiary of this Section 6 to the extent permitted by law.


 


7.                           21ST CENTURY’S RIGHT TO INCOME.  All fees,
compensation, monies, and other things of value charged by 21st Century and
received or realized as a result of the rendition of medical services by
Physician pursuant to this Agreement shall belong to and be paid and delivered
to 21st Century.


 


8.                           PHYSICIAN
EXPENSES.  21st Century shall pay the
reasonable business expenses as are incurred by Physician upon presentation by
Physician of an itemized account of such expenditures.


 


9.                           VACATION
AND TIME AWAY.  Physician shall
be entitled to no less than five (5) weeks vacation (in the aggregate
under this Agreement and the Executive Agreement) with pay during each year of
this Agreement. Physician may take additional time away from the practice to
attend professional meetings and seminars with the reasonable expenses paid for
by 21st Century with the prior approval of 21st Century. All time away from
practice, including time for vacation and continuing medical education, shall
be scheduled with 21st Century. Physician shall be responsible for arranging
coverage during Physician’s absences for vacation and continuing medical
education and shall inform 21st Century of such coverage arrangements.


 


10.                    NOTICES. Any notice
required or permitted to be given pursuant to this Agreement shall be
sufficient if in writing and if sent by registered mail to either party at its
last known residence.


 


11.                    GOVERNING
LAW. This Agreement shall be governed by the laws of the
State of Florida.


 


12.                    ENTIRE
AGREEMENT.  This instrument contains the
entire agreement of the parties regarding Physician’s provision of medical
services at the Centers and supersedes all previous negotiations, discussions,
and agreements between the parties. Any amendments or modifications to this
Agreement shall be made in writing only and shall be by agreement of 21st
Century and Physician.


 


13.                    ASSIGNMENT.  This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the parties. This Agreement may not be assigned by
Physician without the prior written consent 21st Century.


 


14.                    SEVERABILITY.  In the event that any paragraph or clause of this Agreement is held or
declared by a final and unappealable decision to be void, illegal, or
unenforceable for any reason, the offending paragraph or clause shall, if
possible, be reformed by the authority making such decision in such


 

















 


manner as will implement, to
the fullest extent legally permissible, the expressed intentions of the parties
hereto without illegality or unenforceability. If such reformation is not
possible, the offending paragraph or clause shall be stricken and all other
paragraphs and clauses of this Agreement shall nevertheless remain in full
force and effect; provided, however, that if striking such offending clause or
paragraph would result in a substantial change in the contractual relationship
between the parties, thereby depriving either or both of the parties of the
benefit of the fundamental economic bargain herein set forth, this Agreement
shall become voidable upon demand of the party whose interests are thus
impaired.


 


15.                    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.


 


16.                    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.


 


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


 


18.                    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 Physician
hereby submit to the exclusive jurisdiction of such courts for the purpose of
any such suit, action, proceeding or judgment. The Physician 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.


 


19.                    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.


 


IN WITNESS
WHEREOF, the parties have set their hands and seals the day
and year first above written.


 

















 


IN WITNESS
WHEREOF, the parties have set their hands and seals the day
and year first above written.


 


 


	
   

  	
  21ST CENTURY ONCOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “PHYSICIAN”

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ James H. Rubenstein

  
	
   

  	
  JAMES
  H. RUBENSTEIN, M.D.

  



 


 


Signature Page to

Physician Employment Agreement - Rubenstein