EXHIBIT 10.1
RADIATION THERAPY SERVICES, INC.
0000 XXXXXXXX XXXXXXXXX
XXXX XXXXX, XXXXXXX 00000
July 22, 2006
Xxxxxxxx Xxxxxxxx
000 Xxxxxx Xxxx Xxxx
Xxx, XX 00000
Dear Xx. Xxxxxxxx:
This letter will confirm our agreement regarding the end of your employment
with Radiation Therapy Services, Inc. ( "the Company") as follows:
1. Resignation. We accept your resignation from your position as Chief
Operating Officer. Accordingly you will resign from your employment with the
Company, and from all other positions you hold with the Company, effective as of
July 22, 2006 (the "Separation Date") and, your employment under the Executive
Employment Agreement dated March 1, 2006 shall be deemed terminated as of the
Separation Date.
2. Accrued Pay. You will be paid your accrued salary for your services
through the close of business on July 21. We will provide you with a check for
your accrued salary, minus tax withholding and payroll tax deductions required
by law on the next scheduled pay date.
3. Severance Payments and Benefits. Conditioned on your execution and
non-revocation of this letter agreement, we agree to pay you the lump sum of
$500,000 on the eighth day after the Separation Date, minus $125,000 of federal
income tax and $7,250 for Medicare tax withholding required by law, and to
provide you with the opportunity to elect COBRA coverage at your expense. You
agree that the consideration set forth herein is in addition to any amounts to
which you are already entitled and acknowledge that as of the Separation Date,
except as expressly provided in this letter agreement, you will not be entitled
to any other payments, distributions, bonuses, severance, benefits, awards or
perquisites from us. You acknowledge and agree that the 4,895 shares of Company
restricted common stock previously awarded to you pursuant to the Employment
Agreement shall be deemed forfeited effective as of the Separation Date, you
shall have no interest or right to such shares and you will execute any stock
powers necessary to transfer such shares back to the Company for cancellation.
4. Review and Revocation Period. You acknowledge that: (a) the
consideration provided pursuant to this letter agreement is in addition to any
consideration that you would otherwise be entitled to receive; (b) you have been
advised that you may seek legal counsel for review of this letter agreement
before signing; (c) you have been provided a full and ample opportunity to
review this letter agreement, including a period of at least twenty-one (21)
days within which to consider it; (d) to the extent that you take less than
twenty-one (21) days to consider this letter agreement prior to execution, you
acknowledge that you had sufficient time to consider this letter agreement with
counsel and that you expressly, voluntarily and knowingly waive any additional
time; and (e) you are aware of your right to revoke this letter agreement at any
time within the seven (7) day period following the date on which you sign the
letter agreement and that the letter agreement shall not become effective or
enforceable until the seven (7) day revocation period expires (the "Revocation
Expiration Date"). Any such revocation must be in writing, must specifically
revoke this letter agreement, and must be received by the Chairman of the Board
of Directors of the Company, 0000 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000,
no later than 5:00 p.m. Eastern Daylight Savings Time on the Revocation
Expiration Date, and you agree to deliver a courtesy copy to Xxxxxxx X. Xxxxx,
Esquire, Xxxxxxxx, Loop & Xxxxxxxx, LLP, 000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 0000,
Xxxxx, Xxxxxxx. You further understand that you shall relinquish any right you
have to the compensation set forth in this letter agreement if you exercise your
right to revoke this letter agreement. This letter agreement shall become
irrevocable automatically on the Revocation Expiration Date if you do not revoke
it in the aforesaid manner; provided that the foregoing shall not apply to your
separation of association from the Company, which shall be effective as of the
Separation Date.
5. Form 8-K Disclosure. You acknowledge that the Company will be required
to file a current report on Form 8-K with the United States Securities and
Exchange Commission in connection with the resignation within four (4) business
days after the date of this letter agreement and to file this letter agreement.
You agree that in the Form 8-K the Company may state that you have "resigned."
Please confirm your acknowledgement and acceptance of the above by
countersigning this letter below.
Radiation Therapy Services, Inc.
By: /s/ Xxxxxx Xxxxxxxx
------------------------
Title: Chairman
ACKNOWLEDGED AND AGREED:
/s/ Xxxxxxxx Xxxxxxxx
----------------------
Xxxxxxxx Xxxxxxxx
