Exhibit 10.75


 


EXECUTION COPY


 


PHYSICIAN EMPLOYMENT AGREEMENT


 


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


 


WTTNESSETH:


 


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


 


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


 


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


 


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


 


WHEREAS,
Physician and the Company are currently parties to a Physician Employment
Agreement dated as of April, 2004, which will be superseded by this Agreement
contingent upon the closing of the Merger;


 


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


 


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


 


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


 


1.         TERM.  Subject to the conditions
set forth below, Physician agrees to provide services as a radiation oncologist
at locations specified pursuant to this Agreement to such persons as are
accepted by 21st Century as patients of the Group. Unless terminated earlier by
either party as provided herein, this Agreement shall be for five (5) years
beginning the date hereof, and shall be automatically renewed for consecutive
two (2) year terms thereafter on the anniversary date of this Agreement
unless either party gives written notice to the other party at least one
hundred twenty (120) days in advance of the renewal date of its intent not to
renew the Agreement.


 


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


 

















 


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


 


3.         COMPENSATION.  21st Century agrees to pay
Physician for the services provided hereunder a base annual salary of Five
Hundred Thousand Dollars ($500,000) (“Base Salary”). 21st Century shall pay all
medical malpractice insurance premiums related to Physician’s employment
including “tail” coverage after termination or expiration of this Agreement.


 


4.         TERMINATION.


 


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


 


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


 


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


 


(ii)           The final and
unappealable placing or imposing of any restrictions or limitations, by any governmental
authority having jurisdiction over Physician, upon Physician so that Physician
cannot engage in the medical services contemplated hereunder, other than as a
result of any clerical error that is cured within 30 days following notice of
cancellation or revocation to Physician;


 


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


 


(iv)          Physician is
convicted of a felony;


 


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


 


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


 


Notwithstanding
the foregoing, no termination pursuant to subsection (iii) shall be
treated as termination for Cause unless 21st Century has
provided the Physician with written notice specifying in reasonable detail the
alleged Cause for termination and the Cause is not cured within 30 days after
the date of such notice.


 

















 


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


 


(d)           21st Century
may terminate this Agreement if Physician has been unable to attend to his
duties for at least one hundred and twenty (120) days because of a medically
diagnosable physical or mental condition, and has received a written opinion
from a physician acceptable to 21st Century that such condition prevents
Physician from resuming full performance of his duties at such time and during
the succeeding 120 days or is likely to continue for an indefinite period.


 


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


 


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


 


(g)           If the
Executive Agreement is terminated for any reason, but this Agreement is not
terminated, this Agreement shall remain in full force and effect except that (i) the
Physician’s Base Salary shall be increased to One Million Five Hundred Thousand
Dollars ($1,500,000), (ii) Physician shall be required to work five (5) days
per week rather than up to two (2) days per week and (iii) Physician
shall be eligible to participate in such other bonus and benefit plans afforded
other senior physicians of the Company and receive comparable fringe benefits
to such other senior physicians.


 


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


 


6.         NON-COMPETITIVE AND RESTRICTIVE AGREEMENTS.


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


9.         VACATION AND TIME AWAY.  Physician shall be entitled
to no less than six (6) weeks (in the aggregate under this Agreement and
the Executive Agreement) vacation with pay during each year of this Agreement.
Physician may take additional time away from the practice to attend
professional meetings and seminars with the reasonable expenses paid for by
21st Century with the prior approval of 21st Century. All time away from
practice, including time for vacation and continuing medical education, shall
be scheduled with 21st Century. Physician shall be responsible for arranging
coverage during Physician’s absences for vacation and continuing medical
education and shall inform 21st Century of such coverage arrangements.


 


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


 


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


 


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


 


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


 


14.       SEVERABILITY.  In the event that any
paragraph or clause of this Agreement is held or declared by a final and
unappealable decision to be void, illegal, or unenforceable for any reason, the


 

















 


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


 


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


 


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


 


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


 


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


 


19.       WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


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


 

















 


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


 


 


	
   

  	
   

  	
  21ST CENTURY ONCOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “PHYSICIAN”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
  Daniel E. Dosoretz, M.D.

  



 


Signature Page to

Physician Employment Agreement-Dosoretz