FORM OF AMENDMENT TO PERFORMANCE RESTRICTED STOCK RIGHTS AGREEMENT PURSUANT TO THE THERAGENICS CORPORATION®
EXHIBIT
10.1
FORM
OF
AMENDMENT TO
PURSUANT
TO THE
THERAGENICS
CORPORATION®
2000
STOCK INCENTIVE PLAN
THIS
AMENDMENT is made as of _____________, 200_, by Theragenics Corporation (the
“Company”) and _________________ (the “Recipient”).
INTRODUCTION
The
parties are subject to that certain Performance Restricted Stock Rights
Agreement pursuant to the Theragenics Corporation 2000 Stock Incentive Plan,
with a grant date of ________, 200_ (the “Agreement”). The parties recognize
that the Agreement creates accounting complexities for the Company and that
the
Company will save costs associated with the elimination of the accounting
complexities by amending this Agreement as set forth herein. Accordingly,
because the Agreement provides the Recipient with a potential equity interest
in
the Company, this Amendment also potentially accrues to the benefit of the
Recipient. The parties desire to amend the Agreement to provide that the
performance cycle in the Agreement will end at December 31, 2005 instead of
December 31, [2006 or 2007, as set forth in the original Agreement], but
except as otherwise provided in the Agreement as amended by this Amendment,
the
Employee must perform services for the Company or an Affiliate through
December 31, [2006 or 2007, as set forth in the original agreement]to
become vested.
NOW,
THEREFORE, in consideration of the premises set forth herein and the continued
employment of the Recipient by the Company, the parties agree that Exhibit
1,
Schedule of Shares of Common Stock to be Issued, attached to the Agreement,
is
hereby amended as follows:
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1.
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In
Item B, by deleting “[2006 or 2007]” and inserting in lieu thereof
“2005.”
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2.
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In
Item C, by deleting the existing language and inserting in lieu
thereof
the following:
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“The
number of shares of Common Stock determined pursuant to the schedule in Item
A
will be issued to the Recipient if the Recipient does not cease to be an
employee of the Company or an Affiliate before December 31, [2006 or 2007,
as
set forth in the original Agreement]. A portion of the number of shares of
Common Stock determined pursuant to the schedule in Item A will be issued
to the
Recipient if the Recipient ceases to perform services before December 31,
[2006
or 2007] as an employee of the Company or an Affiliate due to the Recipient’s
death, Disability, retirement upon or after reaching age 65, or termination
of
employment by the Company or an Affiliate without Cause. Such portion shall
be
equal to the number of shares of Common Stock pursuant to the schedule in
Item
A, multiplied by a fraction, the numerator of which is the number
of
days
of
the Recipient’s employment by the Company and its Affiliates from and including
January 1, [2004 or 2005, as set forth in the original Agreement], through
the
date of death, Disability, retirement upon or after reaching age 65, or
termination of employment by the Company or an Affiliate without Cause, and
the
denominator of which is the number of days from and including January 1,
[2004
or 2005, as set forth in the original Agreement] through December 31, [2006
or
2007, as set forth in the original Agreement] (provided that in any such
event,
the Committee of the Board of Directors may, in its sole discretion, provide
by
written resolution that a greater portion of the number of shares shall be
issued). Fractional shares will be disregarding and will not be
issued.”
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3.
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In
Item D, by deleting the existing language of Item D and inserting
in lieu
thereof the following:
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“Notwithstanding
any other provision of the schedule, if a Change in Control occurs before
December 31, [2006 or 2007, as set forth in the original Agreement] and
(1) the Recipient remains an Employee of the Company or an Affiliate until
the occurrence of the Change in Control, then the number of shares of Common
Stock determined pursuant to the schedule in Item A will be issued to the
Recipient as of the date of the Change in Control and the Performance Restricted
Stock Rights will terminate as of such date.”
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4.
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In
Item F, by deleting the existing language of Item F and inserting
in lieu
thereof the following:
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“If
the
Recipient is entitled to shares of Common Stock pursuant to this Schedule,
a
share certificate shall be issued as soon as reasonably practicable after
the
date the Recipient becomes entitled to the shares of Common Stock pursuant
to
the provisions of Item C or Item D, as applicable.”
Except
as
specifically amended hereby, the Agreement shall remain in full force and
effect
as prior to this Amendment.
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THERAGENICS
CORPORATION
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By:
____________________________________
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Title:
___________________________________
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RECIPIENT
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_______________________________________
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