Exhibit 10.9


 


MANAGEMENT STOCK CONTRIBUTION


AND UNIT SUBSCRIPTION AGREEMENT


 


(Preferred Units and Class A Units)


 


THIS
MANAGEMENT STOCK CONTRIBUTION AND UNIT SUBSCRIPTION AGREEMENT (this “Agreement”)
is made as of
                
    , 2008, by and between Radiation Therapy Investments,
LLC, a Delaware limited liability company (the “Company”) and the
individual named on the signature page attached hereto (the “Executive”).  Capitalized terms used herein but not
otherwise defined herein shall have the meanings assigned to them in the
Amended and Restated Limited Liability Company Agreement, dated as of
              
    , 2008, entered into by and among the members of the
Company (as amended from time to time in accordance with its terms, the “LLC
Agreement”).


 


WHEREAS,
the Executive is an employee and shareholder of Radiation Therapy Services, a
Florida corporation (“RTS”), and is one of several persons who are or
will be key employees of the Company and/or one or more of its subsidiaries and
who will hold interests in the Company (such persons, collectively with the
Executive, the “Management Investors”);


 


WHEREAS,
RTS has entered into an Agreement and Plan of Merger with Radiation Therapy
Services Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary
of the Company (“Holdings”), RTS MergerCo, Inc., a Florida corporation
and wholly owned subsidiary of Holdings (“Merger Sub”), and the Company,
dated as of October 19, 2007 (as amended from time to time in accordance with
its terms, the “Merger Agreement”), pursuant to which Merger Sub shall
be merged with and into RTS (the “Acquisition”) in accordance with the
terms and conditions of the Merger Agreement and the relevant provisions of the
Florida Business Corporation Act, and RTS shall be the surviving corporation in
the Acquisition and a wholly-owned subsidiary of Holdings;


 


WHEREAS,
prior to the consummation of the transactions contemplated by this Agreement
and the Merger Agreement, the Executive is the record and beneficial owner of
the number of shares of RTS’ common stock, par value $0.0001 per share (the “Shares”),
set forth on Schedule I attached hereto; and


 


WHEREAS,
on the terms and subject to the conditions hereof and pursuant to Section
721(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”),
the Executive desires to contribute certain of the Shares in exchange for the
Preferred Units (the “Preferred Units”) and Class A Units (the “Class
A Units”) in the Company, in each case in the amounts set forth on Schedule
II attached hereto.


 


NOW,
THEREFORE, in order to implement the foregoing and in consideration of the
mutual representations, warranties, covenants and agreements contained herein,
the parties hereto agree as follows:


 


1.                                       Definitions.


 


1.1.          Acquisition.  The term “Acquisition” shall have the
meaning set forth in the preface.


 


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1.2.          Activity Date.  The term “Activity Date” shall mean,
in the event the Executive engages in any Prohibited Activity, the first date
on which Executive engages in such Prohibited Activity.


 


1.3.          Agreement.  The term “Agreement” shall have the
meaning set forth in the preface.


 


1.4.          Applicable Federal Rate.  The term “Applicable Federal Rate”
shall have the meaning set forth in Section 1274 of the Code.


 


1.5.          Board.  The term “Board” shall mean the board
of managers of the Company.


 


1.6.          Call Option Exercise Period.  The term “Call Option Exercise Period”
shall have the meaning set forth in Section 5.1(a).


 


1.7.          Cause.  The term “Cause” used in connection
with the termination of employment of the Executive shall have the same meaning
ascribed to such term in any employment or severance agreement then in effect
between Executive and the Company or one of its subsidiaries or, if no such
agreement containing a definition of “Cause” is then in effect, shall mean the
termination of Executive’s employment only because the Board determines that
one or more of the following events have occurred: (i) any act or omission
that constitutes a material breach by such Executive of any of his material
obligations under this Agreement or any employment agreement which remains
uncured for 20 days after written notice to such Executive specifying in
reasonable detail the nature of such breach; (ii) the willful refusal and
continued failure of such Executive to substantially perform the material
duties (including, without limitation, full cooperation in any audit or
investigation involving the Company and/or its subsidiaries) reasonably
required of him (except termination due to death or permanent disability) after
demand for performance is delivered by the Board, in writing, specifically
identifying the manner in which the Board in good faith determines that such
Executive has not performed his material obligations and such Executive fails
to perform as required within 20 days after such demand is made;
(iii) conviction of such Executive of any willful and material violation
of any federal or state law or regulation directly related to the business of
the Company or any of its subsidiaries, material violation of any policies of
the Company and/or its subsidiaries, or indictment or conviction of such
Executive for a felony, or conviction of such Executive of any willful
perpetration of a common law fraud; or (iv) any other willful misconduct
by such Executive which is materially injurious to the financial condition or
business reputation of, or is otherwise materially injurious to the Company or
any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate”
as used in this Agreement shall not be construed to include any other portfolio
companies of Vestar other than the Company or its subsidiaries), including,
without limitation, a breach by the Executive of his confidentiality obligation
to the Company under Section 7.2 hereof or the Executive’s engagement in
any Prohibited Activity during his employment with the Company, which remains
uncured for 30 days after written notice to such Executive specifying in
reasonable detail the nature of such misconduct.


 


1.8.          Class A Units.  The term “Class A Units” shall have
the meaning set forth in the preface.


 


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1.9.          Closing.  The term “Closing” shall have the
meaning set forth in Section 2.2.


 


1.10.        Closing Date.  The term “Closing Date” shall mean the
date on which the Closing occurs.


 


1.11.        Code.  The term “Code” shall have the meaning
set forth in the preface.


 


1.12.        Company.  The term “Company” shall have the
meaning set forth in the preface.


 


1.13.        Contributed Shares.  The term “Contributed Shares” shall
have the meaning set forth in Section 2.1.


 


1.14.        Cost.  The term “Cost” shall mean, with
respect to all Units, the cash or fair market value of property per Unit
contributed by the Executive (as proportionately adjusted for all subsequent
distributions of units and other recapitalizations).


 


1.15.        Disability.  The term “Disability” used in
connection with the termination of employment of the Executive shall have the
same meaning ascribed to such term in any employment or severance agreement
then in effect between Executive and the Company or one of its subsidiaries or,
if no such agreement containing a definition of “Disability” is then in effect,
shall mean the inability of the Executive to perform the essential functions of
Executive’s job, with or without reasonable accommodation, by reason of a
physical or mental infirmity, for a continuous period of six months.  The period of six months shall be deemed
continuous unless Executive returns to work for at least 30 consecutive
business days during such period and performs during such period at the level
and competence that existed prior to the beginning of the six-month
period.  The date of such Disability shall
be on the first day of such six-month period.


 


1.16.        Employee and Employment.  The term “employee” shall mean any
employee (as defined in accordance with the regulations and revenue rulings
then applicable under Section 3401(c) of the Code) of the Company or any of its
subsidiaries, and the term “employment” shall include service as a part-
or full-time employee to the Company or any of its subsidiaries.


 


1.17.        Escrow Funds.  The term “Escrow Funds” shall have the
meaning set forth in Section 5.5.


 


1.18.        Executive.  The term “Executive” shall have the
meaning set forth in the preface.


 


1.19.        Executive Group.  The term “Executive Group” shall mean
the Executive and the Executive’s Permitted Transferees.


 


1.20.        Fair Market Value.  The term “Fair Market Value” used in
connection with the value of Units shall mean the fair value of the Units
determined in good faith by the Board using its reasonable business judgment
(valuing the Company and its subsidiaries as a going concern; disregarding any
discount for minority interest, non-voting interest or marketability of the
Units, whether due to transfer restrictions or the lack of a public market for
the Units; taking into account the Preferred Return (as defined in the LLC
Agreement)); provided further that if the Executive
disagrees in good faith with the Board’s determination and the aggregate Fair
Market 


 


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Value of the Units in question is asserted in good
faith by the Executive to be in excess of $1,000,000, the Executive shall
promptly notify the Company in writing of such disagreement within 15 business
days of receipt of the Board’s determination of the Fair Market Value of such
Units, in which event an independent appraiser, accountant or investment
banking firm (the “Arbiter”) shall be selected by mutual agreement of
the Executive and the Board within 15 days of the Company’s receipt of the
Executive’s notice of disagreement.  The
Arbiter shall make a determination of the Fair Market Value thereof (valuing
the Company and its subsidiaries as set forth above) solely by (i) reviewing a
single written presentation (together with any supporting documentation) timely
made by each of the Company and the Executive setting forth their respective
valuations and the bases therefor and (ii) accepting either the Executive’s or
the Company’s proposed valuation.  For
the avoidance of doubt, the determination of Fair Market Value of any Unit
shall be based on the amounts that would be distributable in respect of such
Unit upon a Sale of the Company under the terms of the LLC Agreement,
including, without limitation, any adjustments necessary to reflect the portion
of any tax distributions that were previously made in respect of such Unit but
not charged against other distributions in respect of such Unit.  In the event the Executive and the Board are
unable to agree on an Arbiter that is mutually acceptable to both parties
within the time period specified above, the Arbiter shall be designated by the
American Arbitration Association. 
Promptly following the Company’s receipt of Executive’s written notice
of disagreement, the Company shall make available to Executive all data
(including reports of employees and outside advisors) relied upon by the Board
in making its determination.  The
Executive’s and the Company’s written presentations must be submitted to the
Arbiter within 30 days of the Arbiter’s engagement, written notice of which
shall be delivered by the Company to the Executive.  The Arbiter shall notify the Executive and
the Company of its decision within 30 days of its engagement.  If (x) the Executive’s proposed valuation is
accepted by the Arbiter and (y) the Executive’s proposed valuation is at least
3% higher than the proposed valuation submitted to the Arbiter by the Company,
the Company shall pay all of the Executive’s reasonable out-of-pocket fees and
expenses (including reasonable fees and expenses of counsel and one appraiser,
accountant or investment banking firm) incurred in connection with the dispute
of Fair Market Value.  In all other
cases, the Executive shall be responsible for such fees and expenses.  Each of the Company and the Executive agrees
to execute, if requested by the Arbiter, a reasonable engagement letter with
the Arbiter.  The party who is
unsuccessful in such arbitration will pay the fees and expenses of the Arbiter.


 


1.21.        Financing Default.  The term “Financing Default” shall
mean an event which would constitute (or with notice or lapse of time or both
would constitute) an event of default under any of the following as they may be
amended from time to time: (i) definitive financing documents as contemplated
by the Financing Commitments (as defined in the Merger Agreement), and any
extensions, renewals, refinancings or refundings thereof in whole or in part;
(ii) any other agreement under which an amount of indebtedness of the Company
or any of its subsidiaries in excess of $1,000,000 is outstanding as of the
time of the aforementioned event, and any extensions, renewals, refinancings or
refundings thereof in whole or in part; (iii) any amendment of, supplement to
or other modification of any of the instruments referred to in clauses (i) and
(ii) above; and (iv) any of the securities issued pursuant to or whose
terms are governed by the terms of any of the agreements set forth in clauses
(i) through (iii) above, and any extensions, renewals, refinancings or
refundings thereof in whole or in part.


 


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1.22.        Good Reason.  The term “Good Reason” shall have the
same meaning ascribed to such term in any employment or severance agreement
then in effect between Executive and the Company or one of its subsidiaries or,
if no such agreement containing a definition of “Good Reason” is then in
effect, shall mean the termination of Executive’s employment only because of
one or more of the following: (i) any act or omission that constitutes a
material breach by the Company of any of its obligations under any employment
agreement or terms which remains uncured for 10 business days after written
notice to the Company, specifying in reasonable detail the nature of such
breach; (ii) a material diminution in the responsibilities or authority of such
Executive, which diminution is not rectified within 10 business days after
written notice to the Company; (iii) any breach by the Company of its
obligations under the Unit Grant Agreement between the Company and the
Executive that results in a material and adverse change to the Executive’s
rights under the Unit Grant Agreement that is inconsistent with the terms of
the Plan or the Unit Grant Agreement, (iv) a reduction in the base salary of
such Executive, a material reduction in the employee benefits made available to
him, or a reduction in the bonus which such Executive is eligible to earn; or
(v) such Executive is required to relocate his primary office location by more
than 30 miles, without his consent; provided, that no termination shall be
deemed a termination by the Executive for “Good Reason” unless the Executive
shall have delivered notice of termination to the Company within 30 days of the
occurrence of Good Reason.


 


1.23.        Holdings.  The term “Holdings” shall have the
meaning set forth in the preface.


 


1.24.        Junior Subordinated Note.  The term “Junior Subordinated Note”
shall have the meaning set forth in Section 6.1.


 


1.25.        LLC Agreement.  The term “LLC Agreement” shall have
the meaning set forth in the preface.


 


1.26.        Management Investors.  The term “Management Investors” shall
have the meaning set forth in the preface.


 


1.27.        Merger Agreement.  The term “Merger Agreement” shall have
the meaning set forth in the preface.


 


1.28.        Merger Sub.  The term “Merger Sub” shall have the
meaning set forth in the preface.


 


1.29.        Payment Restriction.  The term “Payment Restriction” shall
have the meaning set forth in Section 6.1.


 


1.30.        Permitted Transferee.  The term “Permitted Transferee” means
any transferee of Units pursuant to clauses (e) or (f) of the definition of “Exempt
Employee Transfer” as defined in the Securityholders Agreement.


 


1.31.        Person.  The term “Person” shall mean any
individual, corporation, partnership, limited liability company, trust, joint
stock company, business trust, unincorporated association, joint venture,
governmental authority or other entity of any nature whatsoever.


 


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1.32.        Preferred Units.  The term “Preferred Units” shall have
the meaning set forth in the preface.


 


1.33.        Prohibited Activities.  The term “Prohibited Activities” shall
mean the activities that are prohibited under the covenant not to compete in
any employment or severance agreement then in effect between Executive and the
Company or one of its subsidiaries or, if no such agreement containing a
covenant not to compete is then in effect, the Executive would be deemed to be
engaged in “Prohibited Activities” if the Executive (i) engages 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 Termination Date, (ii) interferes or
disrupts or attempts 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)
solicits, induces or hires, or attempts to solicit, induce or hire, any
employee of the Company, its subsidiaries, affiliates and/or joint ventures or
(iv) publishes or makes 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; provided that 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, agent,
partner, proprietor or other participant, except 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.


 


1.34.        Public Offering.  The term “Public Offering”  shall have the meaning set forth in the
Securityholders Agreement.


 


1.35.        Retirement.  The term “Retirement” shall mean, with
respect to the Executive, the Executive’s retirement as an employee of the
Company or any of its subsidiaries pursuant to the employment policies of the
Company and/or its subsidiaries, or if such employment policy does not exist,
on or after reaching age 65 or such earlier age as may be otherwise determined
by the Board after at least five years employment with the Company or any of
its subsidiaries after the Closing Date.


 


1.36.        Sale of the Company.  The term “Sale of the Company” shall
have the meaning set forth in the Securityholders Agreement.


 


1.37.        Securities Act.  The term “Securities Act” shall mean
the Securities Act of 1933, as amended, and all rules and regulations
promulgated thereunder, as the same may be amended from time to time.


 


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1.38.        Securityholders Agreement.  The term “Securityholders Agreement”
shall mean the Securityholders Agreement dated as of the Closing Date among
Vestar, the Management Investors and the Company, as it may be amended or
supplemented thereafter from time to time.


 


1.39.        Shares.  The term “Shares” shall have the
meaning set forth in the preface.


 


1.40.        Termination Date.  The term “Termination Date” means the
date upon which Executive’s employment with the Company and its subsidiaries is
terminated.


 


1.41.        Units.  The term “Units” shall mean,
collectively, the Preferred Units and the Class A Units.


 


1.42.        Vestar.  The term “Vestar” means Vestar Capital
Partners V, L.P., a Cayman Islands exempted limited partnership.


 


2.                                       Contribution.


 


2.1.          Contribution of Shares.  Pursuant to the terms and subject to the
conditions set forth in this Agreement, the Executive hereby agrees to
contribute, and the Company hereby agrees to receive, the Shares set forth on Schedule
II (the “Contributed Shares”) in exchange for the number of each
class of Units as set forth on Schedule II (such Units, collectively,
the “Rollover Units”).


 


2.2.          The Closing.  The closing of the contribution of the
Contributed Shares in exchange for the Rollover Units (the “Closing”)
shall occur immediately prior to the consummation of the Acquisition.  At the Closing, subject to the terms and
conditions set forth in this Agreement, the Executive shall deliver to the
Company stock certificates representing the Contributed Shares duly endorsed
for transfer or accompanied by duly executed stock powers or forms of
assignment.  Following receipt of such
stock certificates, the Company will amend its Unit ledger to reflect the
Executive’s ownership of the Rollover Units.


 


2.3.          Section 83(b) Election.  With respect to the Class A Units received by
Executive, within 10 days after the Closing, Executive shall timely file (via
certified mail, return receipt requested) with the Internal Revenue Service a
completed election under Section 83(b) of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder in the form of Exhibit A
attached hereto.  The Executive shall
provide the Company with proof of such timely filing.


 


3.                                       Representations
and Warranties of the Executive and the Company.


 


3.1.          Share Contribution
Representations of the Executive.  The Executive represents and warrants to the
Company that the statements contained in this Section 3.1 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date, with respect to himself:


 


(a)           Power and Authority. The Executive
has full power and authority to execute and deliver this Agreement and perform
his obligations hereunder.  This
Agreement constitutes the valid and legally binding obligation of the
Executive, enforceable in accordance 


 


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with its terms and conditions.  To the best of his knowledge, the Executive
need not give any notice to, make any filing with, or obtain any authorization,
consent or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.


 


(b)           Noncontravention.  To the best of his knowledge, neither the
execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which the
Executive is subject or conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Executive is a party or by which he is bound or to which any of his assets
is subject.


 


(c)           Brokers’ Fees.  The Executive has no liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the transactions contemplated by this Agreement for which the Company could
become liable or obligated.


 


(d)           Capital Stock.  The Executive holds of record and owns
beneficially the number of Contributed Shares set forth next to his name on
Schedule II, free and clear of any restrictions on transfer (other than any
restrictions under the Securities Act and state securities laws or other
Transaction Documents), taxes, security interests, options, warrants, purchase
rights, contracts, commitments, equities, claims and demands.  The Executive is not a party to any option,
warrant, purchase right, or other contract or commitment that could require the
Executive to sell, transfer, or otherwise dispose of any capital stock of RTS
(other than this Agreement).  Except as
set forth in other Transaction Documents, the Executive is not a party to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock of RTS.


 


3.2.          Units Unregistered.  The Executive acknowledges and represents
that Executive has been advised by the Company that:


 


(a)           the offer and sale of the
Units have not been registered under the Securities Act;


 


(b)           the Units must be held
indefinitely and the Executive must continue to bear the economic risk of the
investment in the Units unless the offer and sale of such Units are
subsequently registered under the Securities Act and all applicable state
securities laws or an exemption from such registration is available;


 


(c)           there is no established
market for the Units and it is not anticipated that there will be any public
market for the Units in the foreseeable future;


 


(d)           a restrictive legend in the
form set forth below and the legends set forth in Section 9.2 of the
Securityholders Agreement shall be placed on the certificates representing the
Units:


 


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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE
OPTIONS AND OTHER PROVISIONS SET FORTH IN A MANAGEMENT STOCK CONTRIBUTION AND
UNIT SUBSCRIPTION AGREEMENT BETWEEN THE ISSUER AND
                    
DATED AS OF               
    , 2008, AS AMENDED AND MODIFIED FROM TIME TO TIME, A
COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S PRINCIPAL
PLACE OF BUSINESS WITHOUT CHARGE”; and


 


(e)           a notation shall be made in
the appropriate records of the Company indicating that the Units are subject to
restrictions on transfer and, if the Company should at some time in the future
engage the services of a securities transfer agent, appropriate stop-transfer
instructions will be issued to such transfer agent with respect to the Units.


 


3.3.          Additional Investment
Representations of the Executive.  The Executive represents and warrants that:


 


(a)           the Executive’s financial
situation is such that Executive can afford to bear the economic risk of
holding the Units for an indefinite period of time, has adequate means for
providing for Executive’s current needs and personal contingencies, and can
afford to suffer a complete loss of Executive’s investment in the Units;


 


(b)           the Executive’s knowledge
and experience in financial and business matters are such that Executive is
capable of evaluating the merits and risks of the investment in the Units;


 


(c)           the Executive understands
that the Units are a speculative investment which involves a high degree of
risk of loss of Executive’s investment therein, there are substantial
restrictions on the transferability of the Units and, on the Closing Date and for
an indefinite period following the Closing, there will be no public market for
the Units and, accordingly, it may not be possible for the Executive to
liquidate Executive’s investment in case of emergency, if at all;


 


(d)           the Executive understands
and has taken cognizance of all the risk factors related to the purchase of the
Units and, other than as set forth in this Agreement, no representations or
warranties have been made to the Executive or Executive’s representatives
concerning the Units or the Company or their prospects or other matters;


 


(e)           the Executive has been given
the opportunity to examine all documents and to ask questions of, and to
receive answers from, the Company and its representatives concerning the
Company and its subsidiaries, the Acquisition, the Securityholders Agreement,
the Company’s organizational documents and the terms and conditions of the
subscription for the Units and to obtain any additional information which the
Executive deems necessary;


 


(f)            all information which the Executive
has provided to the Company and the Company’s representatives concerning the
Executive and Executive’s financial position is complete and correct as of the
date of this Agreement; and


 


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(g)           the Executive is an “accredited
investor” within the meaning of Rule 501(a) under the Securities Act, as
described in Exhibit B attached hereto.


 


3.4.          Representations of the
Company.  The Company represent to the
Executive that the statements contained in this Section 3.4 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date, with respect to itself:


 


(a)           Organization and Power.  The Company is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Delaware with full power and authority to enter into this Agreement
and perform its obligations hereunder.


 


(b)           Authorization.  The execution, delivery and performance of
this Agreement by the Company and the consummation of the transactions
contemplated hereby by the Company have been duly and validly authorized by all
requisite limited liability company action on the part of the Company, and no
other proceedings on its part are necessary to authorize the execution,
delivery or performance of this Agreement. 
This Agreement has been duly executed and delivered by the Company, and
this Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms and conditions.  The Company need not give any notice to, make
any filing with, or obtain any authorization, consent or approval of any
government or governmental agency in order to consummate the transactions
contemplated by this Agreement.


 


(c)           Noncontravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Company is subject or any provision
of its charter or bylaws or conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Company is a party or by which it is bound or to which any of its assets is
subject.


 


(d)           Investment.  The Company is not acquiring the Contributed
Shares with a view to or for sale in connection with any distribution thereof
within the meaning of the Securities Act.


 


(e)           Capitalization.  The current authorized equity units of the
Company consists of
              
Class A Units,           
Class B Units,           
Class C Units and           
Preferred Units, of which
           Class A Units,
             Class
B Units, Class C Units and           
Preferred Units will be issued and outstanding as of the Closing Date after
giving effect to the transactions contemplated by the Transaction
Documents.  All of the issued and
outstanding Units have been duly authorized and are validly issued.  Except as set forth in the Transaction
Documents, there are no outstanding or authorized options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require the Company to issue, sell, or
otherwise cause to become outstanding any of its Units.  Except as set forth in the Transaction
Documents, there are no outstanding or authorized stock appreciation, phantom
stock, profit participation, or similar rights with respect to the


 


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Company. 
Except as set forth in the Transaction Documents, there are no voting
trusts, proxies, or other agreements or understandings with respect to the
voting of the capital stock of the Company.


 


4.             Covenants of the Executive
and the Company


 


4.1.          Covenants.  The Executive and the Company each agree as
follows with respect to the period between the execution of this Agreement and
the Closing:


 


(a)           General.  The Executive and the Company each will use
his or its commercially reasonable efforts to take all action and to do all
things necessary, proper, or advisable in order to consummate and make
effective the transactions contemplated by this Agreement.


 


(b)           Notification. Each of the
parties hereto shall disclose to the other parties hereto in writing any
material breach by such party of the representations and warranties of such
party contained in Section 3 hereof promptly upon discovery
thereof.


 


5.             Certain Sales Upon
Termination of Employment.


 


5.1.          Call Options.


 


(a)           If the Executive’s
employment with the Company or any of its subsidiaries terminates for any of
the reasons set forth in clauses (i), (ii) or (iii) below prior to a
Sale of the Company, or if the Executive engages in any Prohibited Activity
during the time that such activity is prohibited, the Company shall have the
right and option to purchase for a period of 90 days following the Termination
Date (provided that if the Executive’s employment with the Company and its
subsidiaries is terminated prior to the six month anniversary of the Closing
Date, such 90 day period shall begin on the six month anniversary of the
Closing Date) (such period, the “Call Option Exercise Period”), and each
member of the Executive Group shall be required to sell to the Company, any or
all of the Rollover Units then held by such member of the Executive Group (it
being understood that if the Rollover Units of any class subject to repurchase
hereunder may be repurchased at different prices, the Company may elect to
repurchase only the portion of Rollover Units of such class subject to
repurchase hereunder at the lower price), at a price per Unit equal to the
applicable purchase price determined pursuant to Section 5.1(c):


 


(i)            if the Executive’s active
employment with the Company and its subsidiaries is terminated due to the
Disability or death of the Executive;


 


(ii)           if the Executive’s active
employment with the Company and its subsidiaries is terminated (A) by the
Company and its subsidiaries without Cause or (B) by the Executive for
Good Reason;


 


(iii)          if the Executive’s active
employment with the Company and its subsidiaries is terminated (A) by the
Company or any of its subsidiaries for Cause or (B) by the Executive for
any other reason not set forth in Section 5.1(a)(i) or Section 5.1(a)(ii) (other
than Executive’s Retirement).


 


11

















 


(b)           If the Company desires to
exercise one of its options to purchase Units pursuant to this Section 5.1,
the Company shall, not later than the expiration of the applicable Call Option
Exercise Period, send written notice to each member of the Executive Group of
its intention to purchase all or a portion of the Rollover Units, specifying
the number of Rollover Units to be purchased and the Fair Market Value of the
Rollover Units as of the date of such notice (the “Call Notice”).  Subject to the provisions of Section 6,
the closing of the purchase shall take place at the principal office of the
Company on the later of the 30th day after the giving of the Call Notice and
the date that is 10 business days after the final determination of Fair Market
Value.  Subject to the provisions of Section 6,
the Executive shall deliver to the Company duly executed instruments
transferring title to Units to the Company, against payment of the appropriate
purchase price by cashier’s or certified check payable to the Executive or by
wire transfer of immediately available funds to an account designated by the
Executive.


 


(c)           In the event of a purchase
by the Company pursuant to Section 5.1(a), the purchase price shall
be (in each case after taking account of any prior purchases pursuant to Section 5.1(a)):


 


(i)            if the Executive engages in
Prohibited Activity, a price per Unit equal to the Fair Market Value measured
as of the Activity Date; and


 


(ii)           in the case of a termination
of employment described in Section 5.1(a)(i), Section 5.1(a)(ii),
or Section 5.1(a)(iii), a price per Unit equal to the Fair Market
Value measured as of the date of the Call Notice.


 


(d)           If (i) the Company
exercises its option to purchase the Units pursuant to this Section 5.1
upon a termination of employment described in Section 5.1(a)(i) or
Section 5.1(a)(ii), (ii) within six months following the date
of closing of such purchase, a Sale of the Company occurs resulting in the
unitholders receiving cash proceeds from such sale, and (iii) the cash
proceeds per Unit that would have been received by the Executive with respect
to any Units that were repurchased had the Executive continued to hold such
Units through the closing of such Sale of the Company would have been greater
than the purchase price determined pursuant to Section 5.1(c)(ii) above,
then in connection with the consummation of such Sale of the Company, the
Executive shall be entitled to receive an amount in cash equal to the product
of (x) the number of Rollover Units purchased by the Company pursuant to
this Section 5.1 and (y) the amount by which the cash proceeds
per each such Unit that would have been so received in connection with such
Sale of the Company exceeds the purchase price paid by the Company pursuant to Section 5.1(c)(ii) above.


 


(e)           Notwithstanding anything to
the contrary contained in this Agreement, if the Fair Market Value of Units
subject to a Call Notice is finally determined to be an amount at least 15%
greater than the per Unit repurchase price for such Unit in the Call Notice,
the Company shall have the right to revoke the exercise of its option pursuant
to this Section 5.1 for all or any portion of the Units elected to
be repurchased by it by delivering notice of such revocation in writing to the
Executive Group during the ten-day period beginning on the date that the
Company is given written notice that the Fair Market Value of a Unit was
finally determined to be an amount at least 15% greater than the per Unit
repurchase price set forth in the Call Notice.


 


12

















 


5.2.          Obligation to Sell Several.  If there is more than one member of the
Executive Group, the failure of any one member thereof to perform its obligations
hereunder shall not excuse or affect the obligations of any other member
thereof, and the closing of the purchases from such other members by the
Company shall not excuse, or constitute a waiver of its rights against, the
defaulting member.


 


5.3.          Interim Distributions.  Notwithstanding anything to the contrary
herein, in the event the Company declares or a pays a distribution with respect
to any of the Units held by the Executive Group on or after the Termination
Date but prior to the exercise by the Company of the call option provided by Section 5.1
or prior to the closing of the repurchase transactions contemplated by a Call
Notice, the entire portion of such distribution shall be held in escrow by the
Company (such amounts, the “Escrow Funds”) until the later of (i) the
expiry of the time period by which the call option provided by Section 5.1
must be exercised and (ii) if one or more Call Notices have been
delivered, until all the transactions contemplated by all Call Notices have
been consummated.  In the event the
Company decides to exercise the call option provided by Section 5.1,
the entire amount of such Escrow Funds shall be permanently transferred to the
Company and deemed forfeited by the Executive Group.  In the event the Company does not exercise
the call option provided by Section 5.1, the entire amount of such
Escrow Funds shall be permanently transferred to the relevant members of the
Executive Group.


 


6.             Certain Limitations on the
Company’s Obligations to Purchase Units.


 


6.1.          Payment for Units.  If at any time the Company elects or is
required to purchase any Units pursuant to Section 5, the Company
shall pay the purchase price for the Units it purchases (i) first, by
offsetting indebtedness, if any, owing from the Executive to the Company (which
indebtedness shall be applied pro rata against the proceeds receivable by each
member of the Executive Group receiving consideration in such repurchase) and (ii) then,
by the Company’ delivery of a check or wire transfer of immediately available funds
for the remainder of the purchase price (if any) against delivery of the
certificates or other instruments representing the Units so purchased, duly
endorsed; provided that the Company shall not be required to make such cash
payment if such cash payment would result in (A) a violation of any law,
statute, rule, regulation, policy, order, writ, injunction, decree or judgment
promulgated or entered by any federal, state, local or foreign court or
governmental authority applicable to the Company or any of its subsidiaries or
any of its or their property, or (B) after giving effect thereto, a
Financing Default, or if the Board determines in good faith that immediately
prior to such purchase there shall exist a Financing Default which prohibits
such purchase, dividend or distribution (any such restriction, a “Payment
Restriction”).  If such a Payment
Restriction exists, the Company will use all commercially reasonable efforts to
cause the party to whom the obligation is owed giving rise to such Payment
Restriction to waive such Payment Restriction so that such cash payment may be
made or, if no party is involved in such restriction, to otherwise eliminate
such Payment Restriction; provided that the Company shall not have any
obligation to make a payment to any party or to modify any agreement, contract
or other arrangement in a manner that is material and adverse to the Company or
any of its subsidiaries in order to eliminate such restriction.  The Company will use its reasonable
discretion to determine the timing of such request or requests to waive or
remove such Payment Restriction.  If such
Payment Restriction is not waived or removed or if the Executive’s employment
is terminated by the Company for Cause, at the Company’s election, the Company
may pay such purchase price in the form of a junior


 


13

















 


subordinated note of the Company (a “Junior
Subordinated Note”) (or partially in cash, to the extent such partial cash
payment is not so prohibited) bearing interest at (A) a rate equal to the “prime
rate” (as published in The Wall Street Journal on the date of issuance) plus
two basis points, compounded annually, if the Executive’s employment was
terminated for the reasons set forth in Section 5.1(a)(i) or 5.1(a)(ii) and
the Company exercises its repurchase option pursuant to Section 5.1,
or (B) at the Applicable Federal Rate, compounded annually, if Executive’s
employment was terminated for the reasons set forth in Section 5.1(a)(iii) and
the Company exercises its repurchase option pursuant to Section 5.1.  The principal and interest with respect to
such note shall be payable within a 10 business day period after the earliest
to occur of (w) the date on which such Payment Restriction no longer
exists, (x) the date of the initial Public Offering, (y) the date on
which the Company makes a distribution pursuant to Section 4.1 of the LLC
Agreement (other than a tax distribution), or (z) upon a Sale of the
Company from net cash proceeds, if any, payable to the Company or its
unitholders; to the extent that sufficient net cash proceeds are not so
payable, the Junior Subordinated Note shall be cancelled in exchange for such
other non-cash consideration received by unitholders in the Sale of the Company
having a Fair Market Value equal to the principal of and accrued interest on
the note.  The principal of and accrued
interest on any such note may be prepaid in whole or in part at any time at the
option of the Company.  In the event a
Junior Subordinated Note is issued in respect of the purchase price for any
Units purchased by the Company pursuant to Section 5, the Company
shall grant to the Executive a first priority security interest in such Units
as collateral security for the prompt and complete payment when due of the note
and the interest thereon, and shall use commercially reasonable efforts to
assist the Executive to perfect such security interest in the Units.


 


6.2.          Certain Deferral of Payment.  If, at the closing of any purchase of Units
pursuant to Section 5, the Company has not opted to issue a Junior
Subordinated Note pursuant to Sections 6.1 (or is prohibited from doing
so), and any such purchase would result in a material and adverse accounting or
tax effect for the Company or violation or breach of any financing agreement to
which the Company is a party, then the Company will provide written notice to
the Executive explaining in reasonable detail such adverse effects and such
closing of the purchase pursuant to Section 5 shall not be
consummated until such time as it can be done without such adverse effect; provided
that in no event shall such deferral exceed one (1) year; provided,
further, that the Executive shall be entitled to interest on the amount
to be paid for such Units at the rate that would be applicable if a Junior
Subordinated Note had been issued in accordance with Sections 6.1 for
the period of such deferral.


 


7.             Additional Covenants by the
Executive.


 


7.1.          Prohibited Activities.  For so long as Executive is employed by the
Company and continuing for twenty-four (24) months thereafter, Executive shall
not engage in Competitive Activity.


 


7.2.          Protection of Confidential
Information.  The
Executive agrees that he will keep all confidential and proprietary information
of the Company or relating to its business (including, but not limited to,
information regarding the Company’s customers, pricing policies, methods of
operation, proprietary computer programs and trade secrets) 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,


 


14

















 


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 7.2.  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 7.2
are required for the reasonable protection of the Company and its investments
and for the Company’s reliance on and confidence in the Executive.


 


8.             Miscellaneous.


 


8.1.          Transfers to Permitted
Transferees.  Prior to
the transfer of Units to a Permitted Transferee (other than a transfer in
connection with or subsequent to a Sale of the Company), the Executive shall
deliver to the Company a written agreement of the proposed transferee (a) evidencing
such Person’s undertaking to be bound by the terms of this Agreement and (b) acknowledging
that the Units transferred to such Person will continue to be Units for
purposes of this Agreement in the hands of such Person.  Any transfer or attempted transfer of Units
in violation of any provision of this Agreement or the Securityholders
Agreement shall be void, and the Company shall not record such transfer on its
books or treat any purported transferee of such Units as the owner of such
Units for any purpose.


 


8.2.          Deemed Transfer of Units.  If the Company shall deliver, at the time and
place and in the amount and form provided in this Agreement, the consideration
for the Units to be repurchased in accordance with the provisions of this Agreement,
then from and after such time, the Person from whom such Units are to be
repurchased shall no longer have any rights as a holder of such Units (other
than the right to receive payment of such consideration in accordance with this
Agreement), and such Units shall be deemed purchased in accordance with the
applicable provisions hereof and the Company shall be deemed the owner and
holder of such Units, whether or not certificates therefor have been delivered
as required by this Agreement.


 


8.3.          Recapitalizations, Exchanges, Etc.,
Affecting Units.  The
provisions of this Agreement shall apply, to the full extent set forth herein
with respect to Units, to any and all securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for, or in
substitution of the Units, by reason of any dividend payable in Units, issuance
of Units, combination, recapitalization, reclassification, merger, consolidation
or otherwise.


 


8.4.          Executive’s Employment by
the Company.  Nothing
contained in this Agreement shall be deemed to obligate the Company or any
subsidiary of the Company to employ the Executive in any capacity whatsoever or
to prohibit or restrict the Company (or any such subsidiary) from terminating
the employment of the Executive at any time or for any reason whatsoever, with
or without Cause.


 


15

















 


8.5.          Indemnification by Executive.  Executive agrees to indemnify and hold
harmless the Company against any and all taxes due or paid by Parent or its
subsidiaries incurred in connection with any failure to withhold amounts
relating to the Units acquired herein by the Management Investors.  Each of Executive and the Company shall
notify the other (in a manner described in Section 8.10 of this
Agreement) within 20 days of first receiving notice of an audit or other
proceeding being conducted by the Internal Revenue Service or any state or
local taxing authority relating to the Units acquired herein by the Management
Investors, and both Executive and the Company shall assist each other during
the course of such audit or other proceeding to the extent that such assistance
is reasonably requested.


 


8.6.          Binding Effect.  The provisions of this Agreement shall be
binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns; provided,
however, that no Permitted Transferee shall derive any rights under this
Agreement unless and until such Permitted Transferee has executed and delivered
to the Company a valid undertaking and becomes bound by the terms of this
Agreement; and provided  further that Vestar is a third party
beneficiary of this Agreement and shall have the right to enforce the
provisions hereof.


 


8.7.          Amendment; Waiver.  This Agreement may be amended only by a
written instrument signed by the parties hereto.  No waiver by any party hereto of any of the
provisions hereof shall be effective unless set forth in a writing executed by
the party so waiving.


 


8.8.          Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed therein.


 


8.9.          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 Delaware, and each of the Company and the members of the Executive Group
hereby submits to the exclusive jurisdiction of such courts for the purpose of
any such suit, action, proceeding or judgment. 
Each of the members of the Executive Group and the Company hereby
irrevocably waives 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 Delaware, 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.


 


8.10.        Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
personally delivered, telecopied (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.


 


16

















 


(a)           If to the Company:


 


Radiation
Therapy Investments, LLC

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: General Counsel

Facsimile: (212) 808-4922


 


and:


 


Kirkland &
Ellis LLP

Citigroup Center

153 E. 53rd Street 

New York, NY 10022

Attention: Michael Movsovich

Facsimile: (212) 446-4900


 


and:


 


Radiation
Therapy Services, Inc.

2234 Colonial Boulevard

Fort Myers, Florida 33907

Attention: Chief Executive Officer

Facsimile: (239) 931-7380


 


and:


 


Shumaker,
Loop & Kendrick, LLP

101 East Kennedy Boulevard, Suite 2800

Tampa, Florida 33602

Attn:  Darrell C. Smith

Facsimile: (813) 229-1660


 


(b)           If to the Executive, to the
address as set forth below the Executive’s signature below.


 


8.11.        Integration.  This Agreement and the documents referred to
herein or delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to the subject matter hereof and
thereof.  There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter hereof


 


17

















 


other than those expressly set forth herein and
therein.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.


 


8.12.        Counterparts.  This Agreement may be executed in separate
counterparts (including by means of telecopied signature pages), and by
different parties on separate counterparts each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.


 


8.13.        Injunctive Relief.  Without intending to limit the remedies
available to each of the parties hereto, the Company, the Executive and the
Executive’s Permitted Transferees each acknowledges that a breach of any of the
terms of this Agreement may result in material and irreparable injury for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of such a breach or
threat thereof, each party hereto shall be entitled to seek a temporary
restraining order and/or preliminary or permanent injunction restraining the
other party (and their Permitted Transferees) from engaging in activities
prohibited by this Agreement or such other relief as may be required
specifically to enforce any of the terms hereof.  If for any reason it is held that the
restrictions under this Agreement are not reasonable or that consideration
therefore is inadequate, such restrictions shall be interpreted or modified to
include as much of the duration and scope identified in this Agreement as will
render such restrictions valid and enforceable.


 


8.14.        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.


 


8.15.        Rights Cumulative; Waiver.  The rights and remedies of the Executive and
the Company under this Agreement shall be cumulative and not exclusive of any
rights or remedies which either would otherwise have hereunder or at law or in
equity or by statute, and no failure or delay by either party in exercising any
right or remedy shall impair any such right or remedy or operate as a waiver of
such right or remedy, nor shall any single or partial exercise of any power or
right preclude such party’s other or further exercise or the exercise of any
other power or right.  The waiver by any
party hereto of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any preceding or succeeding breach and no
failure by either party to exercise any right or privilege hereunder shall be
deemed a waiver of such party’s rights or privileges hereunder or shall be
deemed a waiver of such party’s rights to exercise the same at any subsequent
time or times hereunder.


 


*****


 


18

















 


IN
WITNESS WHEREOF, the parties have executed this Management Stock Contribution
and Unit Subscription Agreement as of the date first above written.


 


 


	
   

  	
  RADIATION
  THERAPY INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 

















 


CONSENT OF SPOUSE


 


I,
                        ,
the undersigned spouse of Executive, hereby acknowledge that I have read the
foregoing Management Stock Contribution and Unit Subscription Agreement (the “Agreement”)
and that I understand its contents.  I am
aware that the Agreement provides for the repurchase of my spouse’s Units (as
defined in the Agreement) under certain circumstances and imposes other
restrictions on the transfer of such Units. 
I agree that my spouse’s interest in the Units is subject to the
Agreement and any interest I may have in such Units shall also be irrevocably
bound by the Agreement and, further, that my community property interest in
such Units, if any, shall be similarly bound by the Agreement.


 


I
am aware that the legal, financial and other matters contained in the Agreement
are complex and I am encouraged to seek advice with respect thereto from
independent legal and/or financial counsel. 
I have either sought such advice or determined after carefully reviewing
the Agreement that I hereby waive such right.


 


	
   

  	
  Acknowledged
  and agreed this        day of                           ,
  200  .

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Witness

  



 


20














 


EXHIBIT A

ELECTION TO INCLUDE UNITS IN GROSS

INCOME PURSUANT TO SECTION 83(b) OF THE

INTERNAL REVENUE CODE


 


The
undersigned purchased units (the “Units”) of Radiation Therapy
Investments, LLC (the “Company”) on                   ,
2008.  The undersigned desires to
make an election to have the Units taxed under the provision of Section 83(b)
of the United States Internal Revenue Code of 1986, as amended (“Code §83(b)”),
at the time the undersigned purchased the Units.


 


Therefore,
pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder,
the undersigned hereby makes an election, with respect to the Units (described
below), to report as taxable income for calendar year 2008 the excess, if any,
of the Units’ fair market value on
                    ,
2008 over the purchase price thereof.


 


The
following information is supplied in accordance with Treasury Regulation
§1.83-2(e):


 


1.               The name,
address and social security number of the undersigned:


 


	
   

  	
   

  	
   

  
	
   

  	
  SSN:

  	
   

  	
   

  
				



 


2.                             A description
of the property with respect to which the election is being made:
                  
Class A Common Units.


 


3.                             The date on
which the property was transferred:
                  ,
2008.  The taxable year for which such
election is made:  calendar year 2008.


 


4.                             The restrictions
to which the property is subject:  If the
undersigned ceases to be employed by the Company or any of its subsidiaries
under certain circumstances or engages in competitive activity, all or a
portion of the Units may be subject to repurchase by the Company at the fair
market value of the Units on the date of such repurchase.  The Units are also subject to transfer
restrictions.


 


5.                             The aggregate
fair market value on
                  ,
2008 of the property with respect to which the election is being made,
determined without regard to any lapse restrictions and in accordance with
Revenue Procedure 93-27:
$                    .


 


6.                             The aggregate
amount paid for such property:
$                    .


 


A
copy of this election has been furnished to the Secretary of the Company
pursuant to Treasury Regulations §1.83-2(e)(7).


 


 


	
  Dated:
                      ,
  2008

  	
   

  	
   

  



 

















 


SCHEDULE I

CONTRIBUTED SHARES


 


	
  Name

  	
   

  	
  Number of Shares Contributed

  	
   

  	
  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE II

CAPITAL CONTRIBUTION SCHEDULE


 


	
   

  	
   

  	
  Number

  	
   

  	
  Amount

  	
   

  
	
  Preferred Units:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A Units:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  $