TERMS OF EMPLOYMENT - DIVISIONAL V.P.
These Terms of Employment (this "Agreement") shall govern the employment of John McDonough("Employee")
by Total Renal Care Holdings, Inc. or any of its direct or indirect subsidiaries (the entity employing Employee at
any time is referred to herein as the "Company"). In consideration of the Company's agreement to employ or to
continue to employ Employee and the mutual promises set forth in this Agreement, the Company and Employee,
intending to be legally bound, agree as follows:
Section 1. Employment and Duties. The Company shall employ Employee, and Employee accepts such
employment, on an "at will" basis and on the terms and conditions set forth in this Agreement. Employee shall
serve the Company in such capacities as the Company deems appropriate from time to time and shall perform
such duties as may be assigned to Employee from time to time during the continuance of Employee's employment
by the Company by the Chief Executive Officer of the Company or his designee. Employee shall devote
Employee's best efforts and skills to the business and interests of the Company on a full-time basis. Employee
shall not engage in any other business activity while employed by the Company; provided, however, that
Employee may manage personal investments and participate in charitable and civic affairs to the extent that such
activities do not adversely affect the performance of Employee's responsibilities to the Company hereunder.
Employee shall at all times observe and abide by the Company's policies and procedures as in effect from time to
Section 2. Compensation. In consideration of the services to be performed by Employee hereunder, Employee
2.1 Base Salary. A salary at the rate of $130,000 per year (the "Base Salary"), effective as of March 1, 1998.
The Base Salary shall be payable in installments consistent with the Company's payroll schedule. The Base Salary
shall be subject to adjustment annually for increases, if any,