Exhibit
10.74


 


EXECUTION
COPY


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


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


 


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


 


WHEREAS, the Executive is
currently employed by the Company as its Chief Executive Officer and is a
licensed radiation oncologist who provides medical services at the Company’s
radiation therapy centers;


 


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


 


WHEREAS, the Executive and
the Company are currently parties to an Executive Employment Agreement dated as
of April, 2004 (the “Prior Executive Agreement”), and the Executive is
currently party to a Physician Employment Agreement, dated as of April, 2004,
with 21st Century Oncology, Inc. (“21st Century Oncology”), a Florida
corporation and wholly-owned subsidiary of the Company (the “Prior Physician
Agreement” and, together with the Prior Executive Agreement, the “Prior
Agreements”), which Prior Agreements will be superseded by this Agreement and a
new Physician Employment Agreement (the “Physician Agreement”) contingent upon
the closing of the Merger;


 


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


 


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


 


1.                        EMPLOYMENT. The Company
hereby agrees to employ the Executive upon the terms and conditions herein
contained, and the Executive hereby agrees to accept such employment for the
term described below. The Executive agrees to serve as the Company’s President
and Chief Executive Officer during the term of this Agreement. In such
capacity, the Executive shall have the authorities, functions, powers, duties
and responsibilities that are customarily associated with such positions and as
the board of directors of the Company (the “Board”) may reasonably assign to
him from time to time consistent with such positions. The parties have outlined
certain of the material aspects of Executive’s responsibilities and authority
on the attached Exhibit A. Holdings shall use its best efforts to cause the
Executive to be a member of the Company’s Board throughout the term of this
Agreement and shall include the Executive in the management slate for election
as director.


 

















 


Throughout the term of this
Agreement, the Executive shall devote his best efforts and substantially all of
his business time and services to the business and affairs of the Company. The
Executive currently serves on the board of directors of the entities set forth
on the attached Exhibit B. Nothing herein shall preclude Executive from (i)
providing physician services for up to two (2) days per week pursuant to the
Physician Agreement, (ii) serving or continuing to serve on the board of
directors of entities that do not compete with the Company and to the extent
such service does not materially interfere with Executive’s performance under
this Agreement or the Physician Agreement; provided that Executive will not
agree to serve or actually serve on the board of directors of any entity for
which he has not previously served without first notifying the Board or (iii)
serving or continuing to serve on the boards or advisory committees of medical,
charitable or other similar organizations to the extent such service does not
materially interfere with Executive’s performance under this Agreement or the
Physician Agreement. As periodically requested by the Board, Executive shall
use commercially reasonable efforts to assist the Board in determining whether
Executive’s membership on the board of directors or any other involvement with
any entity could reasonably be expected to result in health care compliance
issues or liability for the Company or any of its subsidiaries, affiliates
and/or joint ventures and to take such actions as are reasonably requested by
the Board to remedy and/or mitigate any such issues or liability identified by
the Board.


 


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


 


Notwithstanding the
foregoing, the Company shall be entitled to terminate this Agreement
immediately before the end of the initial term or any renewal term, subject to
a continuing obligation to make the payments, if any, required under Section 6
below, if the Executive (i) becomes Disabled (as defined in Section 6(c)
below), (ii) is terminated by the Company for Cause or without Cause or (iii)
voluntarily terminates his employment for Good Reason or for any other reason
or no reason before the then current term of this Agreement expires.


 


3.                        EXECUTIVE COMPENSATION.


 


(a)             Annual Base
Salary. Subject to Section 5 below, the Executive shall receive an annual
base salary during the term of this Agreement at a rate of not less than One
Million Five Hundred Thousand Dollars ($1,500,000) (as adjusted from time to
time pursuant to this Agreement, the “Base Salary”), payable in installments
consistent with the Company’s normal payroll schedule. The Board or its
Compensation Committee (the “Compensation Committee”) shall review this Base
Salary at annual intervals, and may, but shall not be obligated to, adjust the
Base Salary from time to time as the Board or the Compensation Committee deems
to be appropriate.


 


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(b)            Performance
Incentive Bonus. The Executive shall also be entitled to receive an
annual performance-based incentive bonus from the Company during the term of
this Agreement with a target bonus amount not less than $1,500,000 per annum
(as the Board may, but shall not be obligated to adjust from time to time, the “Target
Bonus”), the actual amount of the bonus to be determined by the Board, in good
faith, on an annual basis pursuant to a bonus plan based on factors including,
without limitation, the Company’s achievement of earnings before interest,
taxes, depreciation and amortization (“EBITDA”) and net debt targets (the “Bonus
Plan”); provided, that Executive’s 2008 Bonus shall be determined as set forth
on Exhibit C. The bonus amount to be paid to the Executive in any given year
pursuant to the Bonus Plan shall be referred to as the Executive’s “Bonus.” The
Bonus shall be paid to the Executive within thirty (30) days following the
availability of the Company’s annual financial statements and shall be payable
in cash.


 


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


 


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


 


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


 


(c)             Business
Expenses. The Company shall reimburse the Executive for all
reasonable expenses he incurs in promoting the Company’s business, including
expenses for travel, entertainment of business associates, service and usage
charges for business use of cellular phones, PDA or Blackberry, laptop
computer, computer at home and at work, personal secretary and similar items,
upon presentation by the Executive from time to time of an itemized account of
such expenditures.


 


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


 


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and, in addition to use of
the plane in connection with the conduct of business on behalf of the Company,
he will be entitled to 200 hours of usage per year for personal use.


 


5.                        PHYSICIAN AGREEMENT. The
compensation set forth in Section 3 above is intended to compensate Executive
for the services he provides while President and Chief Executive Officer. If
the Physician Agreement is terminated for any reason, but this Agreement is not
terminated, the Agreement shall remain in full force and effect except that
Executive’s annual base salary shall be increased to Two Million Dollars
($2,000,000) and subsection (i) of Section 1 of this Agreement shall be deemed
to be of no further force or effect.


 


6.                        PAYMENTS UPON TERMINATION.


 


(a)             Involuntary
Termination. If the Executive’s employment is terminated by the
Company during the term of this Agreement, the Executive shall be entitled to
receive his Base Salary accrued and unpaid through the date of termination (the
“Termination Date”) and his earned and unpaid Bonus, if any, for the fiscal
year ending prior to the Termination Date. The Executive shall also receive any
nonforfeitable benefits already earned and payable to him under the terms of
any deferred compensation, incentive or other benefit plan maintained by the
Company, payable in accordance with the terms of the applicable plan. The
payments and benefits that the Executive shall be entitled to pursuant to this
Section 6(a) are collectively referred to as the Executive’s “Accrued
Compensation”.


 


(b)            Severance
Payments. If the Executive’s employment is terminated (i) by
the Company without Cause or (ii) by the Executive for Good Reason, in addition
to payment of the Accrued Compensation, the Company shall also be obligated to
make a series of monthly payments to the Executive for a period of twenty four
(24) months immediately following the Termination Date; provided, however, in
the event the Executive is terminated prior to the second anniversary of the
Effective Date, such twenty-four month period shall be extended to thirty-six
(36) months. Each monthly payment shall be equal to one-twelfth (1/12th) of the
sum of (x) the Executive’s annual Base Salary, as in effect on the Termination
Date, plus (y) the amount equal to the (i) sum of the Executive’s Bonus for the
three prior years divided by (ii) three; provided that for purposes of this
Section 6(b), Executive’s 2006 and 2007 Bonus shall each be deemed to be
$1,500,000. Executive shall also be permitted, to the extent permitted under
applicable law, to continue to participate at the Company’s expense in all
benefit and insurance plans, coverage and programs in which he was
participating immediately prior to the Termination Date, for a period of one
(1) year from the Termination Date (Executive will reasonably cooperate with
the Company to facilitate the continuation of such benefits, including, without
limitation, electing “COBRA” coverage as required by the Company). Executive
shall not be required to mitigate the amount of any payment or benefit
contemplated by this paragraph.


 


(c)             Disability. The Company
shall be entitled to terminate this Agreement, if the Board determines that the
Executive has been unable to attend to his duties for at least one-hundred and
twenty (120) days because of a medically diagnosable physical or mental
condition, and has received a written opinion from a physician acceptable to
the


 


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Board that such condition
prevents the Executive from resuming full performance of his duties at such
time and during the succeeding 120 days or is likely to continue for an
indefinite period (any such condition, a “Disability”). If the Company
terminates this Agreement due to Executive’s Disability, the Executive shall be
entitled to receive the Accrued Compensation and any disability benefits
payable pursuant to any long-term disability plan or other disability program
or insurance policies maintained or provided by the Company.


 


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


 


For
purposes of this Agreement, the term “Cause” shall be limited to (i) any action
by the Executive involving willful disloyalty to the Company, such as
embezzlement, fraud, misappropriation of corporate assets or a breach of the
covenants set forth in Sections 9 and 10 below; (ii) the Executive being
convicted of or entering a plea of guilty or no contest or similar plea with
respect to, a felony; (iii) the Executive being convicted of or entering a plea
of guilty or no contest or similar plea with respect to, any lesser crime or
offense (x) committed in connection with the performance of his duties
hereunder, (y) involving fraud, dishonesty or moral turpitude or (z) that
causes the Company or any of its subsidiaries a substantial and material
financial detriment; (iv) substantial neglect or willful misconduct in carrying
out Executive’s material duties (other than resulting from the Executive’s
Disability) or violations of policies of the Company and/or its subsidiaries
resulting in material harm to the Company or any of its subsidiaries; (v)
substantial and repeated failure, refusal or inability (except where due to
illness or Disability) to perform Executive’s material duties hereunder or (vi)
termination of the Physician Agreement for Cause. Notwithstanding the
foregoing, no termination pursuant to subsection (iv) or (v) shall be treated
as termination for Cause unless the Board has provided the Executive with
written notice specifying in reasonable detail the alleged Cause for
termination and the Cause is not cured within 30 days after the date of such
notice.


 


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


 


For purposes of this
Agreement, a termination by the Executive shall be for “Good Reason” if the
Executive resigns during the period of three months after the date the
Executive is (i) assigned to a position other than President and Chief
Executive Officer of the Company (other than any such assignment for Cause or
by reason of Disability) without the Executive’s consent, (ii) assigned duties
materially inconsistent with such position (other than any such assignment for
Cause or by reason of Disability) without the Executive’s consent, and such
assignment is not rectified within 15 business days after written notice to the
Company, (iii) transferred to a geographic location of employment more than 30
miles from the current location of employment without the Executive’s consent,
(iv) directed to report to anyone other than the Board, without the Executive’s
consent or (v) the Company materially breaches any material


 


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term of this Agreement;
provided that no breach of this Agreement by the Company shall be deemed to
constitute “Good Reason” unless the Executive provides the Board with written
notice specifying in reasonable detail the alleged breach and such breach is
not cured within 30 days after the date of such notice.


 


(f)               Release. In order to
receive the payment(s) provided for in this Section 6, Executive must execute
and deliver to the Company a release substantially similar to the form attached
hereto as Exhibit D.


 


(g)            In the event
that any payment or benefits received or to be received by Executive pursuant
to this Agreement (“Benefits”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), or any comparable successor provisions, and (ii) but for
this subsection, would be subject to the excise tax imposed by Section 4999 of
the Code, or any comparable successor provisions (the “Excise Tax”), then the
Benefits shall be either: (i) provided to Executive in full, or (ii) provided
to Executive as to such lesser extent which would result in no portion of such
benefits being subject to the Excise Tax, whichever of the foregoing amounts,
when taking into account applicable federal, state, local and foreign income
and employment taxes, the Excise Tax, and any other applicable taxes, results
in the receipt by Executive, on an after-tax basis, of the greatest amount of
benefits, notwithstanding that all or some portion of such benefits may be
taxable under the Excise Tax. Unless the Company and Executive otherwise agree
in writing, any determination required under this subsection shall be made in
writing in good faith by an accountant selected by the mutual agreement of
Executive and the Company (the “Accountant”). The Company shall bear all costs
the Accountant may reasonably incur in connection with any calculations
contemplated by this subsection.


 


(h)            The term “Base
Salary” as used in this Section 6 shall include the amount of Base Salary (as
defined in the Physician Agreement) in effect immediately prior to such
termination under the Physician Agreement.


 


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


 


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


 


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9.                        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, 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 9.


 


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


 


10.                 PROHIBITION OF CERTAIN ACTIVITIES.


 


(a)             Prohibited
Activities. In consideration of the transactions contemplated
hereby and the payment of the Merger Consideration (as defined in the Merger
Agreement), the Executive hereby covenants and agrees that he will not, 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 such
Executive’s Termination Date, (i) engage in any business activities for himself
or on behalf of any enterprise in any capacity or own any interest in any
entity which compete or are competitive with the Company in the business of
organizing, establishing, developing, providing or managing radiation therapy
services or services ancillary thereto, in any state in which the Company, its
subsidiaries, affiliates and/or any of its joint ventures then operate or has
plans to operate as of the Executive’s Termination Date, (ii) interfere or
disrupt or attempt to interfere or disrupt, the relationships between the
Company, its subsidiaries, affiliates and/or joint ventures and any patient,
referral source or supplier or other person having business relationships with
the Company, its subsidiaries, affiliates and/or joint ventures, (iii) solicit,
induce or hire, or attempt to solicit, induce or hire, any employee of the
Company, its subsidiaries, affiliates and/or joint ventures or (iv) publish or
make any disparaging statements about the Company, any affiliate of the
Company, or any of their directors, officers or employees, under circumstances
where it is reasonably foreseeable that the statements will be made public (the
activities described in clauses (i) through (iv) above, collectively, “Prohibited
Activities”). Notwithstanding the foregoing, this Section 10(a) will be of no
force and effect for the period (the “Toll Period”) during which the Company
fails to make the payments, if any, required under Section 6(b) and such
payments are in fact due and payable pursuant to Section 6(b), provided that
the Toll Period shall not take effect unless the Executive provides the Board
with written notice that such payments are due and payable and the Company does
not make such payments


 


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within 30 days after the
date of such notice; provided, however that the following shall not be deemed
Prohibited Activities under clause (i) above: (x) owning an ownership interest
or participation on the board of directors during the term of this Agreement or
thereafter in (i) activities related to imaging initiatives, it being
understood that such activities are not and will not become competitive with
the business of the Company, its subsidiaries, managed practices and/or any of
its joint ventures, (ii) pharmacies, (iii) banks or (iv) health care related
insurance companies, PPOs and HMOs; provided that (A) Executive’s participation
with any entity listed in clause (x) does not materially interfere with
Executive’s performance under this Agreement or the Physician Agreement and (B)
no entity listed in clause (x) owns or operates and is not under common control
with any entity that owns or operates radiation therapy services or (y)
engaging in the practice of 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 Executive’s individual
or group practice (i) has affiliated relationships with any other physician
practices or (ii) has more than one geographic location. 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; provided, that the
ownership of no more than 2 percent of the stock of a publicly traded
corporation shall not be deemed participation in or affiliation with an entity
or person so long as the Executive has no other connection or relationship with
such entity or person.


 


(b)            Non-Compete
Payment. As additional consideration for the Executive’s covenants and
agreements set forth in Section 10(a) above, the Company shall pay the
Executive $6,000,000 in cash, payable in three equal installments on the
Effective Date and the first and second anniversary of the Effective Date (any
such payment, a “Non-Compete Payment”); provided, that the Company shall have
no further obligation to make any Non-Compete Payment if the Executive
materially breaches such Executive’s obligations set forth in Section 10(a)
above. All Non-Compete Payments shall be made to the Executive by the Company’s
delivery of a check or wire transfer of immediately available funds.


 


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


 


It is expressly understood
and agreed that although the parties consider the restrictions contained in
this Agreement to be reasonable, if a court determines that the time or
territory or any other restriction contained in this Agreement is an
unenforceable restriction on the activities of the Executive, no such provision
of this Agreement shall be rendered void but


 


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shall be deemed amended to
apply as to such maximum time and territory and to such extent as such court
may judicially determine or indicate to be reasonable.


 


The Executive acknowledges
and confirms that (a) the restrictive covenants contained in Sections 9 and 10
hereof are reasonably necessary to protect the legitimate business interests of
the Company, and Holdings’ interests as the purchaser of the Company for
substantial consideration, a significant portion of which was paid to Executive
and (b) the restrictions contained in Sections 9 and 10 hereof (including
without limitation the length of the term of the provisions of Sections 9 and
10 hereof) are not overbroad, overlong, or unfair and are not the result of
overreaching, duress or coercion of any kind. The Executive further
acknowledges and confirms that his full and faithful observance of each of the
covenants contained in Sections 9 and 10 hereof will not cause him any undue
hardship, financial or otherwise, and that enforcement of each of the covenants
contained herein will not impair his ability to obtain employment commensurate
with his abilities and on terms fully acceptable to him or otherwise to obtain
income required for the comfortable support of him and his family and the
satisfaction of the needs of his creditors. The Executive acknowledges and
confirms that his special knowledge of the business of the Company is such as
would cause the Company serious injury or loss if he were to use such ability
and knowledge to the benefit of a competitor or were to compete with the
Company in violation of the terms of Sections 9 and 10 hereof. The Executive
further acknowledges that the restrictions contained in Sections 9 and 10
hereof are intended to be, and shall be, for the benefit of and shall be
enforceable by, the Company’s successors and assigns.


 


If the Executive shall be in
violation of any provision of Sections 9 and 10, then each time limitation set
forth in the applicable section shall be extended for a period of time equal to
the period of time during which such violation or violations occur. If the
Company seeks injunctive relief from such violation in any court, then the
covenants set forth in Sections 9 and 10 shall be extended for a period of time
equal to the pendency of such proceeding including all appeals by the
Executive.


 


Sections 8 through 18 of
this Agreement shall survive the termination or expiration of this Agreement.


 


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


 


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(a)             If to the
Company:


 


Radiation Therapy Services
Holdings, Inc.

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

245 Park Avenue, 41st Floor

New York, NY 10167

Attention: James L. 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


 


Kirkland & Ellis LLP

Citigroup Center

153 E. 53rd Street

New York, NY 10022

Attention: Michael Movsovich

Facsimile: (212) 446-4900


 


(b)            If to the
Executive, below the Executive’s signature, and if to the Executive’s legal
representative, to such Person at the address of which the Company is notified
in accordance with this Section 12, in each case with a copy to:


 


Shumaker, Loop &
Kendrick, LLP

101 East Kennedy Boulevard, Suite 2800

Tampa, Florida 33602

Attn: Darrell C. Smith

Facsimile: (813) 229-1660


 


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


 


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


 


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


 


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


 


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


 


18.       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.


 


19.       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.


 


20.       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.


 


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


 


11

















 


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


 


	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Daniel E. Dosoretz, MD

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President — CEO 

  Radiation Therapy Services, Inc. 

  21st Century Oncology, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
  Daniel E. Dosoretz, M.D.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADDRESS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Signature Page to

Employment Agreement


 

















 


EXECUTION
COPY


 


EXHIBIT A


 


Chief
Executive Officer and President’s Duties


 


In order for the parties to
the Executive Employment Agreement by and among Daniel E. Dosoretz, Holdings
and the Company., dated as of        , 2008,
to clarify their expectations generally regarding the functions and
responsibility of Executive in his role as the Chief Executive Officer and
President of the Company, the following is a non exhaustive description of the
parties expectations regarding various material areas of authority and
responsibility of the Company’s Chief Executive Officer and President.


 


The Chief Executive Officer
and President will report to the Board of Directors of the Company (the “Board”)
and will be subject to the review and oversight of the Board as is customary
and consistent with applicable law and corporate/entity governance best
practices from time to time. Such oversight will be affected by changing
business, regulatory and economic conditions and the circumstances and
condition, financial and otherwise, of the Company from time to time.


 


Specifically, it is expected
that the Chief Executive Officer and President will have direct management and
oversight of the day-to-day business and operations of the Company and, subject
to the Company’s current budget approved by the Board and subject to customary
levels of materiality that are established by the Board for Board approval, in
consultation with the Chief Executive Officer and consistent with the
principles expressed above, the Executive’s day-to-day authority shall include,
but not be limited to the following: (i) negotiating and executing all
contracts, purchase orders, agreements and other obligations to be entered into
by the Company in the ordinary course of its business, including the
establishment of fee schedules and negotiating and executing agreements with
third party payors, (ii) employment and personnel matters including the
appointment, title, duties, compensation, supervision and dismissal of all
employees, and medical professionals including physicians, health care
professionals, attorneys and consultants with respect to ordinary course
matters, other than the appointment or dismissal of senior management and other
officer level employees, which, in any case, must be approved by the Board and (iii) providing
the Board and/or Compensation Committee with his recommendations, which the
Board or such committee will give due consideration to, with respect to the
distribution of amounts earned by senior management under the Company’s
management bonus plan. Notwithstanding the foregoing, any transactions between
the Company and/or any of its subsidiaries, joint ventures or other affiliates
and the Chief Executive Officer and President, or any person related to or
affiliated with him shall be subject to the Company’s regular review and
approval process for related party transactions, as determined by the Board.


 

















 


EXECUTION
COPY


 


EXHIBIT B


 


Board
Memberships


 


·                             21st Century
Oncology Management Services, Inc.


·                             21st Century
Oncology of Alabama, Inc.


·                             21st Century
Oncology of Arizona, Inc


·                             21st Century
Oncology of Harford County, Maryland LLC


·                             21st Century
Oncology of Jacksonville, Inc.


·                             21st Century
Oncology of New Jersey, Inc.


·                             21st Century
Oncology of Pennsylvania, Inc.


·                             21st Century
Oncology of Prince Georges County, Maryland, LLC


·                             21st Century
Oncology of South Carolina, LLC


·                             21st Century
Oncology, Inc.


·                             Ambergis, LLC


·                             American
Consolidated Technologies, LLC


·                             Arizona
Radiation Enterprises, LLC


·                             Arizona
Radiation Therapy Management Services, Inc.


·                             Berlin
Radiation Therapy Treatment Center, LLC


·                             Bonita
Radiation Associates


·                             Bradenton
Radiation Associates


·                             Bradenton
Radiation Associates


·                             California
Radiation Therapy Management Services, Inc.


·                             Carolina
Radiation and Cancer Treatment Center, Inc


·                             Cheda LLC


·                             Chelu LLC


·                             Colonial
Radiation Associates


 

















 


·                             Colonial
Radiation Expansion


·                             Colonial
Radiation Expansion, LLC


·                             Creighton
Radiosurgery Holding company, LLC


·                             Crestview
Radiation Enterprises, LLC


·                             DDM, LLC


·                             Destin
Radiation Enterprises, LLC


·                             Destin
Radiation Enterprises, LLC


·                             Devoto Construction
of Southwest Florida, Inc.


·                             Edison
Bancshares, Inc.


·                             Express Meds RX
LLC


·                             Financial
Services of SW Florida, LLC


·                             Fort Walton
Beach Radiation Associates


·                             Fort Walton
Beach Radiation Enterprises, LLC


·                             Fort Walton
Beach Radiation Enterprises,LLC


·                             Forum
Development and Consulting, Inc.


·                             Gettysburg
Radiation, LLC


·                             Gladiolus
Enterprises, LLC


·                             Gladiolus
Radiation Enterprises, LLC


·                             Henderson
Radiation Associates


·                             Imaging
Initiatives, Inc.


·                             Lehigh
Radiation Associates


·                             Management
Specialists


·                             Marco Island
Radiation Enterprises, LLC


·                             Maryland
Radiation Therapy Management Services, Inc.


·                             Massachusetts
Oncology Services, PC


 


15

















 


·                             Medical
Equipment Procurement, LLC


·                             Medical
Equipment Procurement, LLC


·                             MedTech
Building Associates


·                             Michigan
Radiation Therapy Management Services, Inc.


·                             MRR, Inc.


·                             MRSJ, Inc.


·                             Mt. Kisco PET
LLC


·                             Mt. Kisco
Specialists, PC


·                             Museum of
Medical History (Not for profit)


·                             Naples PET, LLC


·                             Nebraska
Radiation Therapy Management Services, Inc


·                             Nevada
Radiation Enterprises, LLC


·                             Nevada
Radiation Enterprises, LLC


·                             Nevada
Radiation Therapy Management Services, Inc.


·                             New England
Radiation Therapy Management Services, Inc.


·                             New York
Radiation Therapy Management Services, Incorporated


·                             North Carolina
Radiation Ent. LLC


·                             North Carolina
Radiation Therapy Management Services, Inc.


·                             North Naples
Expansion


·                             Northern
Westchester Imaging, Inc.


·                             Northern
Westchester PET Management, LLC


·                             Northwest
Baltimore Radiation Therapy Regional Center, LLC


·                             Oncology
Consulting Services, Inc.


·                             Palm Springs
Radiation Enterprises, LLC


·                             Palmetto
Radiation Associates, LLC


 


16

















 


·                             Palms West
Radiation Therapy, LLC


·                             Phoenix
Management Company, LLC


·                             Plantation
Radiation Enterprises, LLC


·                             Radiation
Therapy School for Radiation Therapy Technology, Inc.


·                             Radiation
Therapy Services International, Inc.


·                             Radiation
Therapy Services Political Action Committee


·                             Radiation
Therapy Services, Inc.


·                             Riverhill MRI
Specialists, PC


·                             Rivermed
Enterprises, LLC


·                             Roger Williams
Radiation Therapy, LLC


·                             South County
Enterprises, LLC


·                             South County
Radiation Therapy, LLC


·                             Southern New
England Regional Cancer Center, LLC


·                             Southern New
England Regional Cancer Center, LLC


·                             Tamarac
Radiation Associates


·                             TEM, LLC


·                             Theriac Ent of
Claremont, LLC


·                             Theriac
Enterprises of Avondale, LLC


·                             Theriac
Enterprises of Banning, LLC


·                             Theriac
Enterprises of Bonita Springs, LLC


·                             Theriac
Enterprises of Casa Grande, LLC


·                             Theriac
Enterprises of Colonial, LLC


·                             Theriac
Enterprises of Gilbert, LLC


·                             Theriac
Enterprises of Greenbrier, West Virginia, LLC


·                             Theriac
Enterprises of Hammonton, LLC


 


17

















 


·                             Theriac
Enterprises of Happy Valley, LLC


·                             Theriac
Enterprises of Indio, LLC


·                             Theriac
Enterprises of Jacksonville, LLC


·                             Theriac
Enterprises of Lakewood, LLC


·                             Theriac
Enterprises of Lancaster, LLC


·                             Theriac
Enterprises of Lee, LLC


·                             Theriac
Enterprises of Littlestown, LLC


·                             Theriac
Enterprises of Peoria, LLC


·                             Theriac
Enterprises of Princeton, West Virginia, LLC


·                             Theriac
Enterprises of Rancho Mirage, LLC


·                             Theriac
Enterprises of Scottsdale, LLC


·                             Theriac
Enterprises of Yucca Valley, LLC


·                             Theriac
Enterprises, of Bradenton, LLC


·                             University of
Penn-Board of Overseers ( Not for Profit)


·                             VMRI, LLC


·                             West Palm
Radiation Associates


·                             West Palm
Radiation Associates, LLC


·                             West Virginia
Radiation Therapy Services, Inc


·                             Yonkers
Radiation Enterprises, LLC


·                             Yonkers Radiation
Medical Practice, PC


 


18

















 


EXECUTION
COPY


 


EXHIBIT C


 


2008
Bonus


 


Executive’s 2008 Bonus shall
be determined as follows: (i) 60% of such bonus shall be based on
achievement of the Targeted EBITDA for 2008 (as such term is used in the
Management Stock Contribution and Unit Subscription Agreement (the “Subscription
Agreement”) between such Executive and Radiation Therapy Investments, LLC, a
Delaware limited liability company), 30% of such bonus shall be based on
achievement of the Targeted Net Debt for 2008 (as such term is used in the
Subscription Agreement) and (iii) 10% of such bonus shall be based on
achievement of certain acquisition targets, as specified below. If the Company’s
2008 actual EBITDA is (a) greater than or equal to 85% and less than 90%
of Targeted EBITDA, then Executive’s bonus pursuant to clause (i) shall be
$180,000, or (b) greater than or equal to 90% and less than 95% of
Targeted EBITDA, then Executive’s bonus pursuant to clause (i) shall be
$450,000 or (c) greater than or equal to 95% and less than or equal to
100%, then an amount between $450,000 and $900,000, determined based on
straight line interpolation between such amounts based on the percentage
achieved. If EBITDA for such year exceeds 100% of Targeted EBITDA, then for
purposes of clause (i) it shall be deemed to be 100%. The Executive will
earn $450,000 if the Company’s actual net debt amount at the end of the 2008
fiscal year is 100% or a lesser percentage of the Targeted Net Debt for such
year, however if the Company’s actual net debt is greater than 100% of the
Targeted Net Debt for such year, the Executive will instead earn an amount
between $0 and $450,000 if the Company’s actual net debt amount at the end of
the 2008 fiscal year is greater than 100% of the Targeted Net Debt, but less
than 102% of the Targeted Net Debt, based on straight line interpolation
between such amounts based on the percentage achieved. The Executive will
receive an additional $150,000 if the Company closes at least six radiation
oncology center acquisitions in 2008 and the quotient of (i) the aggregate
purchase price of such acquisitions divided by (ii) the aggregate pro
forma EBITDA (as such figures are presented to the Board for approval) of such acquisitions,
is no greater than six and one-half. In addition, the Executive will earn a
bonus in excess of his Target Bonus in an amount between $0 and $450,000 if the
Company’s actual EBITDA for 2008 is greater than 100% of the Targeted EBITDA,
based on the amount that the Company’s actual EBITDA for 2008 is greater than
100% of the Targeted EBITDA but less than 125% of Targeted EBITDA. This amount
will be determined based on a straight line interpolation between such amounts
based on the percentage achieved. For the avoidance of doubt, the Executive is
eligible to earn a maximum bonus of $1,950,000 for 2008.


 






 










 


EXECUTION
COPY


 


EXHIBIT
D


 


Form of
Release


 


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


 


PRELIMINARY
RECITALS


 


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


 


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


 


AGREEMENT


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


6.             Executive certifies and
acknowledges as follows:


 


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


 


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


 


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


 


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


 


(e)           That he does not waive
rights or claims that may arise after the date this Release is executed or
those claims arising under the Agreement with respect to payments


 


2

















 


and other rights due
Executive on the date of, or during the period following, the termination of
his Employment.


 


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


 


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


 


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


 


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


 


8.             Executive agrees that he
will not disparage or denigrate to any person any aspect of his relationship
with the Company or any of its affiliates, nor the character of the Company or
any of its affiliates or their respective agents, representatives, products, or
operating methods, whether past, present, or future, and whether or not based
on or with reference to their past


 


3

















 


relationship; provided,
however, that this paragraph shall have no application to any evidence
or testimony requested of Executive by any court or government agency. In the
event any government agency or any of Company’s or any of its affiliates’
present or future labor unions, adverse parties in actual or potential
litigation, suppliers, service providers, employees or customers initiate
communications with the Executive, the Executive agrees that he will only
inform any such persons, consistent with this paragraph, of his change in
status and direct such persons to an appropriate office or current employee of
the Company.


 


9.             Miscellaneous


 


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


 


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


 


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


 


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


 


(e)           The obligations of each of
the Company and Executive hereunder shall be binding upon their respective
successors and assigns. The rights of each of the Company and Executive and the
rights of the Company Parties shall inure to the benefit of, and be enforceable
by, any of the Company’s, Executive’s and the Company Parties’ respective


 


4

















 


successors and assigns. The
Company may assign all rights and obligations of this Release to any successor
in interest to the assets of the Company.


 


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


 


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


 


*****


 


5

















 


EXECUTION
COPY


 


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


 


	
   

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  



 


READ
CAREFULLY BEFORE SIGNING


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness: