Exhibit
10.11


 


MANAGEMENT UNIT SUBSCRIPTION AGREEMENT


 


(Class B Units and Class C Units)


 


THIS
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 21,
2008 (the “Grant Date”), 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 February 21,
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,
on the terms and subject to the conditions hereof and pursuant to the Company’s
2008 Unit Incentive Plan, the Executive desires to acquire from the Company,
and the Company desires to issue and grant to the Executive, the Company’s Class B
Common Units (the “Class B Units”) and Class C Common Units
(the “Class C Units”), in each case in the amounts set forth on Schedule
I, as hereinafter set forth; and


 


WHEREAS,
this Agreement is one of several agreements being entered into by the Company
on or after the date hereof with certain persons who are or will be key
employees of the Company or one or more subsidiaries (collectively with the
Executive, the “Management Investors”) as part of a management equity
incentive plan designed to comply with Rule 701 promulgated under the
Securities Act (as defined below).


 


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 mean the
consummation of the transactions contemplated by the Agreement and Plan of
Merger, dated as of October 19, 2007 (the “Merger Agreement”), by and
among RTS, Holdings, the Company and RTS MergerCo, Inc., a Florida
corporation and wholly-owned subsidiary of Holdings.


 


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 as 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 Notice.  The term “Call Notice” shall have the
meaning set forth in Section 5.4(b).


 


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
of the Executive’s confidentiality obligation to the Company 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.


 


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 mean the United
States Internal Revenue Code of 1986, as amended.


 


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


 


1.13.                        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 


 


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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.


 


1.14.                        EBITDA.  The term “EBITDA” shall mean, with
respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit
Agreement, provided that the following should also be excluded from the calculation
of EBITDA to the extent not already excluded from the calculation of
Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as
defined in the Credit Agreement) related to any issuances of equity securities;
(ii) fees and expenses relating to the Acquisition; (iii) financing
fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete
payments to certain members of the Company’s senior management and related
expenses; (v) expenses (or any portion thereof) incurred outside of the
ordinary course of business that are approved by the Board which the Board
determines in its good faith discretion are in the best interest of the Company
but which will have a disproportionately adverse impact on the Company’s short
term financial performance, affecting the Company’s ability to achieve
financial targets related to the vesting of the Class C Units under the
Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs
and expenses incurred in connection with evaluating and consummating
acquisitions not contemplated by the Company’s annual plan, as such plan is
approved by the Board in good faith; (vii) related party expenditures that
are subject to the prior written consent of the Majority Executives pursuant to
Section 2.3(a) of the Securityholders Agreement but have failed to
receive such consent; (viii) advisors’ fees and expenses incurred outside
the ordinary course of business related solely to Vestar’s activities that are
unrelated to the Company; (ix) costs associated with any put option or
call option contemplated by any Rollover Subscription Agreement or Incentive
Unit Subscription Agreement; (x) costs associated with any proposed
initial Public Offering or Sale of the Company (as such terms are defined in
the Securityholders Agreement); (xi) expenses related to any litigation
arising from the Acquisition; (x) management fees and costs related to the
activities giving rise to such fees that are paid to, paid for or reimbursed to
Vestar and its Affiliates; and (xii) material expenditures or incremental
expenditures inconsistent with prior practice (to the extent that prior
practice is relevant) required by Board (where Management Managers (as defined
in the Securityholders Agreement) unanimously dissent) unless such expenditures
are reasonably likely to result in any benefit (whether economic or
non-economic) to the Company as determined by the Board in its good faith
discretion.


 


1.15.                        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.


 


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1.16.                        Employment Agreement.  The term “Employment Agreement” shall
have the meaning set forth in Section 5.3.


 


1.17.                        Escrow Funds.  The term “Escrow Funds” shall have the
meaning set forth in Section 5.6.


 


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); and without taking into account the effect of any contemporaneous
repurchase of Units at less than Fair Market Value under Section 5.4);
provided  further that if the Executive disagrees in good faith
with the Board’s determination and the aggregate Fair Market 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, 


 


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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.


 


1.22.                        First Performance Hurdle.  The term “First Performance Hurdle”
shall mean the receipt by Vestar of cash distributions that results in a
multiple of investment that is equal to two and one half times Vestar’s total
Capital Contributions.


 


1.23.                        Full Class C Annual
Vesting Amount.  The term “Full
Class C Annual Vesting Amount” shall have the meaning set forth in Section 4.2(b).


 


1.24.                        Full Performance Level. The term “Full
Performance Level” shall have the meaning set forth in Section 4.2(b).


 


1.25.                        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 this Agreement that results in a material and
adverse change to the Executive’s rights under this Agreement that is
inconsistent with the terms of the Plan or this 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.


 


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1.26.                        Grant Date.  The term “Grant Date” shall have the
meaning set forth in the preamble hereto.


 


1.27.                        Holdings. The term “Holdings”
shall mean Radiation Therapy Services Holdings, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company.


 


1.28.                        Incentive Unit Subscription
Agreement.  The term “Incentive
Unit Subscription Agreement” shall mean any Management Unit Subscription
Agreement entered into by and between the Company and an officer of RTS in
connection with the grant of any awards under the Company’s 2008 Unit Incentive
Plan, including this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


1.35.                        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.


 


1.36.                        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.


 


1.37.                        Prohibited Activities.  The term “Prohibited Activity” shall
have the meaning set forth in Section 5.3.


 


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


 


1.39.                        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 


 


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Board
after at least five years employment with the Company or any of its
subsidiaries after the Closing Date.


 


1.40.                        Rollover Subscription
Agreement.  The term “Rollover
Subscription Agreement” shall mean any Management Stock Contribution and
Unit Subscription Agreement entered into by and between the Company and an
officer of RTS in connection with the Acquisition.


 


1.41.                        RTS.  The term “RTS” shall mean Radiation
Therapy Services, Inc., a Florida corporation.


 


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


 


1.43.                        Second Performance Hurdle.  The term “Second Performance Hurdle”
shall mean the receipt by Vestar of cash distributions that results in a
multiple of investment that is equal to three times Vestar’s total Capital
Contributions.


 


1.44.                        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.


 


1.45.                        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.


 


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


 


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


 


1.48.                        Unit.  The term “Unit” shall have the meaning
set forth in the preface.


 


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


 


2.                                       Contribution.


 


2.1.                              Subscription for Units.  Pursuant to the terms and subject to the
conditions set forth in this Agreement, the Executive hereby subscribes for,
and the Company agrees to sell to the Executive, the number of Class B
Units and Class C Units set forth opposite the Executive’s name on Schedule
I hereto (collectively, the “Units”), at a price of $0.25 per Class B
Unit and $0.05 per Class C Unit, in cash (the “Purchase Price”).


 


2.2.                              The Closing.  At the closing of the subscription for the
Units, subject to the terms and conditions set forth in this Agreement, the
Executive shall deliver to the Company an amount in cash equal to the aggregate
Purchase Price for the Units as set forth on Schedule I hereto, by
delivering a personal, cashier’s or certified check to the Company or by wire
transfer of immediately available funds to an account designated by the
Company.


 


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2.3.                              Section 83(b) Election.  With respect to the 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.                                       Investment
Representations of the Executive.


 


3.1.                              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 notation in
the form set forth below and the legends set forth in Section 9.2 of the
Securityholders Agreement shall be placed in the appropriate records of the
Company indicating that the Units are subject to restrictions on transfer:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE
OPTIONS AND OTHER PROVISIONS SET FORTH IN A MANAGEMENT UNIT SUBSCRIPTION
AGREEMENT BETWEEN THE ISSUER AND
                              
DATED AS OF FEBRUARY 21, 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)                                  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.


 


4.                                       Vesting of
Units.


 


4.1.                              Vesting of Class B
Units.


 


(a)                                  General.  The Class B Units issued to the Executive
pursuant to this Agreement shall “vest” as provided in this Section 4.1.  For purposes of this Agreement, the LLC
Agreement and the Securityholders Agreement, any Class B Units which have
vested pursuant to 


 


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this
Section 4.1 shall be referred to as “Vested Class B Units”,
and any Class B Units which have not vested pursuant to this Section 4.1
and that remain outstanding and unvested shall be referred to as “Unvested Class B
Units”.  Unless otherwise stated, the
provisions of this Section 4.1 shall be in all respects subject to
the provisions of Section 5 below.


 


(b)                                 Time Vesting of Class B
Units.  A portion of the Class B
Units equal to 25%  of the total
amount of Class B Units issued to the Executive pursuant to this Agreement
shall vest on the first anniversary of the date hereof.  After the first anniversary of the date
hereof, the remaining Unvested Class B Units equal to 75% of the total
amount of the Class B Units issued to the Executive pursuant to this
Agreement shall vest in three  equal
pro rata installments on the second, third and fourth anniversaries of the date
hereof, such that all Class B Units granted hereunder shall be vested on February 21,
2012.


 


(c)                                  Acceleration of Class B
Units upon Sale of the Company.  Notwithstanding the foregoing, all Unvested Class B
Units held by the Executive shall fully vest upon a Sale of the Company to the
extent that (a) the Executive’s employment with the Company or its
subsidiaries has not been terminated prior to the consummation of such Sale of
the Company or (b) the Executive’s employment with the Company and its
subsidiaries is terminated other than for Cause after the date which is 60 days
prior to the date of execution of definitive and final agreements with respect
to such Sale of the Company.


 


4.2.                              Vesting of Class C
Units.


 


(a)                                  General.  The Class C Units issued to the
Executive pursuant to this Agreement shall “vest” as provided in this Section 4.2.  For purposes of this Agreement, the LLC
Agreement and the Securityholders Agreement, any Class C Units which have
vested pursuant to this Section 4.2 shall be referred to as “Vested
Class C Units”, and any Class C Units which have not vested
pursuant to this Section 4.2 and that remain outstanding and unvested
shall be referred to as “Unvested Class C Units”.  Unless otherwise stated, the provisions of
this Section 4.2 shall be in all respects subject to the provisions
of Section 5 below.


 


(b)                                 Annual Performance Vesting
of Class C Units. 
One-third of the Class C Units granted hereunder (the “Full Class C
Annual Vesting Amount”) shall vest effective as of December 31 of each
of 2008, 2009 and 2010 if (i) the Company has achieved an EBITDA that is
at least 100% of the Targeted EBITDA for a particular year (as set forth in Exhibit B
attached hereto) and (ii) has reduced its indebtedness to an amount that
is no more than the Targeted Net Debt amount for that particular year (as set
forth in Exhibit B attached hereto) ((i) and (ii) together,
the “Full Performance Level”); provided, however, in the
event the Company did not reach the Full Performance Level for a particular
year, but has achieved an EBITDA that is at least 95% of the Targeted EBITDA
for that particular year, and has reduced its indebtedness to an amount that is
no greater than 105% of the Targeted Net Debt amount for that particular year,
a number of Class C Units shall vest for that particular year but the
amount shall be reduced to one-third of the Full Class C Annual Vesting
Amount for such year; provided, further, that if the Company
achieves an EBITDA that is less than 95% the Targeted EBITDA for a particular
year or has indebtedness exceeding 105% of the Targeted Net Debt amount for
that particular year, no Class C Units shall vest for such year pursuant
to this Section 4.2(b). 
Notwithstanding the foregoing, (i) in the event the Company
achieves an EBITDA that is at least 100% of the


 


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Targeted
EBITDA and reduces its indebtedness to no more than the Targeted Net Debt
amount for 2009, to the extent less than the Full Annual Vesting Amount became
vested for 2008, an additional number of Class C Units shall become vested
on December 31, 2009 such that the aggregate number of Vested Class C
Units as of December 31, 2009 shall be equal to two-thirds of the Class C
Units granted hereunder; and (ii) in the event the Company achieves an
EBITDA that is at least 100% of the Targeted EBITDA and reduces its
indebtedness to no more than the Targeted Net Debt amount for 2010, to the
extent less than the Full Class C Annual Vesting Amount became vested for
2008 and/or 2009, an additional number of Class C Units shall become
vested on December 31, 2010 such that the aggregate number of Vested Class C
Units as of December 31, 2010 shall equal to 100% of the Class C
Units granted hereunder.


 


(c)           Performance Vesting of Class C Units.  Any Class C Units that have not vested
pursuant to Section 4.2(b) above shall continue to be eligible to
vest as follows:


 


(i)            if and when the First
Performance Hurdle is achieved, an additional number of Class C Units
shall vest as necessary such that the Class C Units that have become
vested pursuant to this Section 4.2(c)(i), together with all Class C
Units vested previously pursuant to Section 4.2(b) above,
shall equal 50% of the Class C Units granted hereunder; to the extent at
least 50% of the granted Class C Units have previously vested, no
additional Units will vest under this clause (ii); and


 


(ii)           if and when the Second
Performance Hurdle is achieved, an additional number of Class C Units
shall vest such that the Class C Units that become vested pursuant to this
Section 4.2(c)(ii), together with all Class C Units vested previously
pursuant to Sections 4.2(b) and 4.2(c)(i) above, shall
be equal to 100% of the Class C Units granted hereunder.


 


(d)           Treatment Upon a Sale of the Company.  Upon a Sale of the Company, after taking into
account the proceeds from such sale, any Class C Units held by the
Executive that have not vested pursuant to Section 4.2(b) or Section 4.2(c)
shall immediately be forfeited and cancelled.


 


5.                                       Effect on Units
Upon Termination of Employment or Engagement in Prohibited Activity.


 


5.1.          Effect on Class B Units.  Upon the termination of the Executive’s
employment with the Company and its subsidiaries for any reason whatsoever, (a) all
Unvested Class B Units held by the Executive as of the Termination Date
shall expire and be immediately forfeited and canceled in their entirety as of
the Termination Date and (b) all Vested Class B Units held by the
Executive, subject to Sections 5.3 and 5.4 below, shall remain
outstanding.


 


5.2.          Effect on Class C Units.


 


(a)           Upon the termination of the Executive’s employment
with the Company and its subsidiaries for any reason whatsoever and subject to Sections
5.2(a)(iii), 5.3 and 5.4 below, the Class C Units held
by the Executive shall be treated as follows:


 


(i)            if, as of the Termination
Date, the First Performance Hurdle has not been achieved, then all of the Class C
Units held by the Executive shall be immediately 


 


10

















 


forfeited and canceled, except that any Class C
Units that have become vested pursuant to Section 4.2(b) shall
remain outstanding;


 


(ii)           if, as of the Termination
Date, the First Performance Hurdle has been achieved but the Second Performance
Hurdle has not been achieved, then all of the Class C Units held by the
Executive shall be immediately forfeited and canceled, except that any Class C
Units that have become vested pursuant to Section 4.2(b) and Section 4.2(c)(i) shall
remain outstanding; or


 


(iii)          if, as of the Termination
Date, the Second Performance Hurdle has been achieved, then all Class C
Units that have become vested pursuant to Section 4.2 shall remain
outstanding.


 


(b)           Notwithstanding Section 5.2(a) above,
if (i) the Executive’s employment with the Company and its subsidiaries is
terminated for any reason other than (A) by the Company for Cause or (B) by
the Executive without Good Reason during the two year period following the date
hereof and (ii) a Sale of the Company occurs within six months following
the Termination Date that results in Vestar receiving proceeds from such Sale
of the Company, together with any distributions made at the same time as or
prior to the consummation of the Sale of the Company pursuant to Section 4.1
of the LLC Agreement, that would have resulted in the Executive being entitled
to retain a greater number of Class C Units if the Executive had remained
employed by the Company and its subsidiaries through the date of the Sale of
the Company than the number of Units retained by the Executive pursuant to the
foregoing provisions of Section 5.2, then (x) such additional Class C
Units shall be deemed to remain outstanding as of the time of the consummation
of the Sale of the Company, (y) the amount of any distributions by the
Company that the Executive shall be entitled to receive with respect to the Class C
Units held by the Executive shall be governed by Section 4.1 of the LLC
Agreement and give effect to such additional Class C Units, and (z) the
amount of the proceeds that the Executive shall be entitled to receive with
respect to the Class C Units held by the Executive in such Sale of the
Company shall be governed by Section 3.3(a) or 4.1(a) of the
Securityholders Agreement to the extent applicable, as the case may be.


 


5.3.          Termination for Cause or Without Good Reason or
Engagement in Prohibited Activity.  Notwithstanding Sections 4.1(c), 5.1
and 5.2, if the Executive’s employment with the Company and its
subsidiaries is terminated by the Company and its subsidiaries for Cause at any
time or by the Executive without Good Reason during the two year period
following the Grant Date, or if the Executive engages in any activity
prohibited under Section 9 of Executive’s Employment Agreement (the “Employment
Agreement”), during the time that such activity is prohibited (“Prohibited
Activity”), then all Class B Units (whether Vested Class B Units
or Unvested Class B Units) and all Class C Units (whether Vested Class C
Units or Unvested Class C Units) held by such terminated Executive shall
expire and be immediately forfeited and canceled in their entirety as of the
Termination Date; provided, that solely for purposes of this Section 5.3,
the Executive shall be considered to have engaged in a “Prohibited Activity” in
the event that (a) the Executive is in material breach of his Employment
Agreement with the Company by engaging in any “Prohibited Activity” that is
materially harmful or adverse to the Company or its subsidiaries as determined
by the Board in its sole discretion or (b) the Executive is in breach of Section 9
of his Employment Agreement (other than as described in the preceding 


 


11

















 


clause
(a)) and such breach has not been cured by the Executive or consented to by the
Company within 15 days after the Executive’s receipt of written notice by the
Company of such breach.


 


5.4.          Call Options.


 


(a)           If the Executive’s employment with the Company and
its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or
(iii) below prior to the Company’s initial Public Offering (in any event
excluding termination of employment by Retirement prior to the Company’s
initial Public Offering), the Company shall have the right and option to
purchase for a period of 90 days following the Termination Date (or if the
Executive’s employment with the Company and its subsidiaries is terminated
prior to six month anniversary of the Grant Date, such 90 day period shall
begin on the six month anniversary of the Grant Date), and each member of the
Executive Group shall be required to sell to the Company, any or all of such
Units then held by such member of the Executive Group (it being understood that
if Units of any class subject to repurchase hereunder may be repurchased at
different prices, the Company may elect to repurchase only the portion of the
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 5.4(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 by the Executive
for any other reason not set forth in Section 5.4(a)(i) or Section 5.4(a)(ii) after
the second anniversary of the Grant Date.


 


(b)           If the Company desires to exercise one of its
options to purchase Units pursuant to this Section 5.4, the Company
shall, not later than 90 days after the Termination Date (or in the event that
the Executive’s employment is terminated within the six month period following
the Grant Date, then 90 days after the six month anniversary of the Grant
Date), send written notice to each member of the Executive Group of its
intention to purchase Units, specifying the number of Units to be purchased and
the purchase price thereof (the “Call Notice”).  Subject to the provisions of Section 6,
the closing of the purchase of the Units shall take place at the principal
office of the Company on a date specified by the Company no later than the 30th
day after the giving of the Call Notice.


 


(c)           Subject to Section 5.2(b), in the event
of a purchase by the Company pursuant to Section 5.4(a), the
purchase price for any Vested Class B Unit or Vested Class C Unit
shall be a price per Unit equal to Fair Market Value (measured as of the later
of (x) the Termination Date and (y) the six month anniversary of the
Grant Date) of such Vested Class B Unit or Vested Class C Unit, as
applicable; provided that in any case the Board shall have the right, in its
sole discretion, to increase the purchase price set forth above.


 


12

















 


(d)           Notwithstanding the foregoing, in no event shall the
Company have the right or option to purchase any Units from a member of the
Executive Group pursuant to this Section 5.4 after the Company’s
initial Public Offering.


 


5.5.          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.


 


5.6.          Interim Distributions.  Notwithstanding anything to the contrary
herein, in the event the Company declares or 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 5.4
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 later of (i) the expiry of the time period by which the call
option provided by Section 5.4 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 5.4, 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 5.4,
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.          Timing and Method of Payment.


 


(a)           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 


 


13

















 


party
or to modify any agreement, contract or other arrangement in a manner that is
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 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 5.4(a)(i)
or 5.4(a)(ii), or (B) at the Applicable Federal Rate, compounded
annually, if Executive’s employment was terminated for the reasons set forth in
Section 5.4(a)(iii). 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.


 


(b)           Certain Deferral of Payment.  If, at the closing of the purchase of Units
as the result of termination of Executive’s employment for the reasons
described in Section 5.2(a), the Company has not opted to issue a
Junior Subordinated Note pursuant to Section 6.1(a) (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 5.2(a)
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 Section 6.1
for the period of such deferral.


 


7.                                       Repayment of
Proceeds upon Noncompetition.


 


7.1.          Repayment Proceeds. If Executive engages in
Prohibited Activity, then Executive shall be required to pay to the Company,
within 10 business days following the Activity Date, an amount equal to the
excess, if any, of (A) the aggregate proceeds Executive received upon the 


 


14

















 


sale
or other disposition of Executive’s Units, over (B) the aggregate Purchase
Price of such Units.


 


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.


 


8.5.          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.


 


15

















 


8.6.          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.


 


8.7.          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.


 


8.8.          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.


 


8.9.          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.


 


(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. Elord, 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 


 


16

















 


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 shown on the
Unit register of the Company.


 


8.10.        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 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.


 


8.11.        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.


 


8.12.        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.


 


17

















 


8.13.        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.


 


8.14.        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 Unit Subscription
Agreement as of the date first above written.


 


 


	
   

  	
  RADIATION
  THERAPY INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 














 


CONSENT
OF SPOUSE


 


I,
                        ,
the undersigned spouse of Executive, hereby acknowledge that I have read the
foregoing Management Unit Grant 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

















 


SCHEDULE I


 


	
   

  	
   

  	
  Number of Units

  	
   

  	
  Purchase Price

  	
   

  
	
  Class B Units

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
  Class C Units

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Aggregate Purchase Price:

  	
   

  	
  $

  	
   

  	
   

  



 






*
The aggregate number of Class B and Class Units shall represent a
total of 1% of 100% of the Unit Award Plan, which Unit Award Plan represents
13% of the common equity appreciation of the equity value of the Company, after
return of all invested capital and return on preferred units and the
achievement of certain return hurdles, as applicable, calculated on a fully
diluted basis.


 

















 


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 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 B Units and          Class C
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
forfeiture and cancellation.  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

  	
   

  



 

















 


EXHIBIT B


 


Targeted EBITDA and Targeted Net Debt


 


The
Targeted EBITDA and Targeted Net Debt with respect to the following fiscal
years shall be achieved if each of the following targets is achieved, subject
to the adjustments set forth in paragraph (b) below:


 


	
  Targets

  	
   

  	
  2008P

  ($ in millions)

  	
   

  	
  2009P

  ($ in millions)

  	
   

  	
  2010P

  ($ in millions)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Targeted Pro Forma EBITDA

  	
   

  	
  $

  	
  127.1

  	
   

  	
  $

  	
  152.4

  	
   

  	
  $

  	
  177.9

  	
   

  
	
  Targeted Net Debt(1)

  	
   

  	
  $

  	
  480.0

  	
   

  	
  $

  	
  489.8

  	
   

  	
  $

  	
  473.9

  	
   

  
	
  Memo:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Targeted Cumulative Acquisition Debt

  	
   

  	
  $

  	
  35.4

  	
   

  	
  $

  	
  70.8

  	
   

  	
  $

  	
  106.2

  	
   

  
	
  Targeted Cumulative EBITDA Contribution from
  Acquisitions with Pro Forma Adjustments(2)

  	
   

  	
  $

  	
  6.0

  	
   

  	
  $

  	
  15.3

  	
   

  	
  $

  	
  25.5

  	
   

  



 






(1)  To be finalized upon finalization of
capitalization structure (including debt financing structure) within 60 days
after the Closing Date.


(2)  “Pro Forma Adjustments”
shall have the meaning assigned to such term in the Credit Agreement.


 


(b) Targeted
EBITDA and Targeted Net Debt shall be adjusted as follows:


 


(x) if
the actual cumulative debt for acquisitions with respect to any fiscal year
exceeds the Targeted Cumulative Acquisition Debt for acquisitions with respect
to such fiscal year set forth in the table above, then the Targeted Net Debt
with respect to such fiscal year shall be increased by the amount of such
excess;


 


(y) if
the actual cumulative EBITDA contribution from acquisitions with respect to any
fiscal year exceeds the Targeted Cumulative EBITDA Contribution from
Acquisitions with respect to such fiscal year set forth in the table above,
then the Targeted Pro Forma EBITDA shall be increased by the amount of such excess;
and


 


(z) in
the event of any recapitalization or refinancing with respect to the Company,
the Board shall make a good faith determination as to whether an adjustment to
the Targeted Net Debt is warranted in such circumstances.


 


For
purposes of paragraphs (x) and (y) above, “cumulative debt for
acquisitions” and “cumulative EBITDA contribution from acquisitions” shall
refer to debt incurred in connection with or EBITDA contributed by acquisitions
consummated on and after September 30, 2007 through and including the last
day of the applicable fiscal year.