February 18, 2008
Exhibit
10.15
February
18, 2008
Dear
Xxxx,
This letter confirms your continued
employment by Theragenics Corporation (the “Company”) effective February 18,
2008 (the “Effective Date”), as an Advisor to the Chief Executive
Officer. In this role, you will advise the CEO and management on
matters of strategy or other areas that the Company may request. You
will not have a specific work schedule, but instead you will perform services as
needed by the Company.
The term of this agreement is for three
(3) years beginning on the Effective Date (the “Term”). You will
receive a salary of seventy-five thousand dollars ($75,000) per year for your
services, which will be paid according to the Company’s normal payroll
practices. Your salary will be reported on an IRS Form W-2 and will
be subject to applicable tax withholding. Your salary will be
reviewed annually and may be increased (but may not be decreased) from time to
time.
As an employee, you will be entitled to
participate in such of the Company’s employee benefit plans as to which you meet
the eligibility requirements. The Company shall also reimburse you
for any reasonable and necessary business expenses, upon approval by the Company
and in accordance with Company policy. In addition, the terms of your
employment as Advisor to the Chief Executive Officer will be subject
to the terms described in Attachment A to this letter.
I am delighted that you will continue
to work with us and look forward to your continuing assistance.
Sincerely,
/s/ X.
Xxxxxxxxx Xxxxxx
X.
Xxxxxxxxx Xxxxxx
Chief
Executive Officer
AGREED TO
AND ACCEPTED:
/s/ Xxxx X.
Xxxxxxx
Xxxx X.
Xxxxxxx
Date: February 18,
2008
ATTACHMENT
A TO ADVISOR TO THE CHIEF EXECUTIVE OFFICER AGREEMENT
BETWEEN
XXXX X.
XXXXXXX AND THERAGENICS CORPORATION
If at any
point during the Term, the Company terminates your employment without “Cause,”
then your salary will continue to accrue, and will be payable on the same
schedule, as if you continued to work until the end of the three-year term of
this agreement, subject to your signing an agreement releasing claims against
the Company and its affiliates in the form the Company
requires. “Cause” means your material failure to perform your duties
with the Company; an act by you of fraud, misappropriation, dishonesty,
embezzlement or similar conduct against the Company or an affiliate; your
commission of a felony or any other crime involving dishonesty or moral
turpitude; or a material breach of the Agreement by you.
In
addition, if at any point during the Term, you die while employed hereunder,
then the Company will continue to pay your spouse, if she survives you, your
salary until the end of the earlier of the three year term of this agreement or
the date of your spouse’s death. The Company may condition payment to
your spouse on your spouse signing an agreement releasing claims on your and her
behalf against the Company and its affiliates in a form the Company
requires. In the event you become disabled at any point during the
Term, then the Company will continue to pay you your salary until the end of the
three year term of this agreement.
You have the right to terminate your
employment before the Company gives you notice that it is terminating your
employment during the Term if X. Xxxxxxxxx Xxxxxx ceases to be Chief Executive
Officer of Theragenics for any reason other than her retirement or resignation.
You must provide the Company with written notification of termination within
thirty (30) days of Xx. Xxxxxx ceasing to be Chief Executive Officer of the
Company, with a specified effective date of termination that is not less than
thirty (30) days following the date of your notice. If you terminate
your employment under this provision, then all future salary amounts
that would have been paid to you under this agreement, as if your employment
were not terminated, will be due and payable to you within thirty (30) days of
your effective date of termination of employment, subject to your signing an
agreement releasing claims against the Company and its affiliates in the form
the Company requires. By way of example, if you terminate your
employment under this provision at a time when eighteen (18) months remains
under the Term and your annual salary is $75,000 at the time of termination,
then $112,500 ($75,000 divided by 12 multiplied by 18) is due and payable to you
within thirty (30) days of your effective date of termination of
employment.
You will not be entitled to participate
in any employee benefit plans subsequent to your termination of
employment.
Your employment will be deemed to have
been terminated only if you incur a “separation from service” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended.
The Company will notify you no later
than twelve (12) months prior to expiration of the Term if it intends to extend,
renew or otherwise continue this agreement. Any such extension,
renewal or continuance will be effective only if agreed to by you.
In
addition, you agree that while you are employed and for one (1) year after your
termination of employment for any reason, you will not:
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provide
services of a similar type or nature as you perform for the Company to any
competitor of the Company within the United States of
America. For purposes of this agreement, you and the Company
agree that the business of the Company is conducted in the United States
of America;
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divert,
solicit, or attempt to divert or solicit to a competitor of the Company
for the purpose of providing products or services in competition with the
business of the Company any person or entity who is a customer or
prospective customer with whom you had material contact for one (1) year
prior to your termination of employment; and
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solicit,
divert or hire, or attempt to solicit, divert or hire, to any competitor
of the Company any person employed by the Company with whom you had
material contact for one (1) year prior to your termination of employment,
regardless of the nature of employee’s relationship to the
Company.
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ATTACHMENT
A TO ADVISOR TO THE CHIEF EXECUTIVE OFFICER AGREEMENT
BETWEEN
XXXX X.
XXXXXXX AND THERAGENICS CORPORATION
You agree
that the foregoing noncompetition and nonsolicitation provisions survive the
termination of your employment and the expiration of this
agreement.
Furthermore,
you agree that all the Company’s confidential information and trade secrets and
all physical embodiments thereof (the “Company Information”) are confidential to
and are and will remain the sole and exclusive property of the
Company. Except to the extent necessary to perform your duties under
this agreement, you agree to hold such Company Information in trust and
strictest confidence, and will not use, reproduce, distribute, disclose or
otherwise disseminate Company Information and may in no event take any action
causing or fail to take any action necessary in order to prevent, any Company
Information to lose its character or cease to qualify as confidential
information or trade secrets, as applicable. You agree to protect the
Company’s confidential information for one (1) year following your termination
of employment and to protect the Company’s trade secrets for so long as they are
protected by applicable law. You agree that the restrictions of this
paragraph survive the termination of your employment and the expiration of this
agreement.
During
the term of your employment and thereafter, you also agree to help maintain the
integrity of any copyrights, patents, or other intellectual property rights
(including any applications for copyrights or patents and any patents pending)
(collectively, the “Rights”) to the best of your ability and not to take
intentionally any action that would infringe upon the Rights or intentionally
assist anyone else in taking any such action. You agree that the
restrictions of this paragraph survive the termination of your
employment.
You agree that the covenants in the
foregoing paragraphs (the “Covenants”) are the essence of the agreement and that
they are reasonable and necessary to protect the Company and its
interests. You also agree that each of the Covenants is separate and
distinct, one from another. You agree that if you violate any Covenant and you
are receiving severance payments, that such payments shall cease. You
further agree that the Company may seek specific performance of this Agreement
or a temporary or permanent injunction upon a breach or contemplated breach of
the Covenants by you.
You may not assign this
agreement. No waiver to any provision of this agreement is effective
unless given in writing. This agreement may only be modified by a
written amendment signed by both you and the Company. This agreement
is governed by Georgia law. You and the Company agree that this is
the entire agreement and it supersedes any prior or contemporaneous
understandings and agreements between you and the Company.
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