This Physician Services Agreement involves
Title: PHYSICIAN EMPLOYMENT AGREEMENT
Governing Law: Florida Date: 11/24/2010
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”).
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and the Company are currently parties to a Physician Employment Agreement dated as of April, 2004, which will be superseded by this Agreement contingent upon the closing of the Merger;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 21 st 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 21 st 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 21 st 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 wor