Long-Term Incentive Program




Exhibit
10.21




Theragenics
Corporation®
Long-Term Incentives


 

On May
11, 2004, the Compensation Committee recommended, and on June 21, 2004 the Board
of Directors approved long-term incentive awards for M. Christine Jacobs, James
A. MacLennan, Bruce W. Smith, R. Michael O’Bannon and Tracy C. Caswell (the “
Executive Officers”). With respect to the award to Ms. Jacobs, Chief Executive
Officer of the Company, the determination was made by the independent directors
of the Company. 




Each of
the Executive Officers received performance restricted stock rights under an
existing equity incentive plan of the Company. The Board of Directors set the
following target number of performance restricted stock rights for the January
1, 2004 to December 31, 2006 performance period:





	
       

      Named
      Executive 

      Officer
	 

      Target
      Number of Performance 

      Restricted
      Stock Rights

	
      Jacobs
	
      21,500

	
      MacLennan
	
      9,500

	
      Smith
	
      6,000

	
      O’Bannon
	
      4,500

	
      Caswell
	5,000







The
number of shares of common stock to be issued to the Executive Officer for each
performance restricted stock right will be determined based on Theragenics’
stock price appreciation plus dividends paid (total stockholder return) relative
to an industry peer group (as determined by the Board of Directors) over a
three-year performance cycle beginning January 1, 2004 and ending December 31,
2006: 





	Company
      Total Stockholder 

      Return
      Peer Percentile 

      Ranking
	
      Number
      of Shares of Common Stock to be Issued for Each Performance Restricted
      

      Stock
      Right

	
      >
      85th
	2

	
      ≥
      75th
      to < 85
      th
	*
      1.5

	
      ≥
      50th
      to < 75
      th
	*
      1

	
      <
      30th
      to < 50th
	
      *
      0.30
































	 	 
      *
      Plus a number of shares of common stock for each performance restricted
      stock right determined by interpolation for the total stockholder return
      peer percentile ranking that falls between 30th
      and 50th,
      50th
      and 75th,
      or 75th
      and 85th.




 

 

If the
Executive Officer ceases to perform services as an employee of Theragenics or an
affiliate before December 31, 2006 due to death, disability, retirement upon or
after reaching age 65, or termination of employment by Theragenics or an
affiliate without cause, the Executive Officer would be entitled to a prorated
portion of the shares of common stock determined pursuant to the preceding
schedule. If the Executive Officer’s employment is terminated for any other
reason before December 31, 2006, the performance restricted stock rights will be
forfeited.

 

If a
change in control occurs before December 31, 2006, one share of common stock
will be issuable as of the date of a change of control for each performance
restricted stock right if the Executive Officer is still employed by Theragenics
or an affiliate on the date of the change in control.




Information
regarding long-term incentive awards for the 2005-2007 performance cycle is set
forth in the Company’s Form 8-K filed February 14, 2005 and incorporated by
reference herein.




Retention
Bridge 




On July
19, 2004 the Compensation Committee recommended and the Board approved a
one-time grant of Restricted Stock Rights under the Theragenics Corporation 2000
Stock Plan to bridge the time period between the above-referenced 2004 long-term
incentive awards and payment of the awards. 




 

The
Restricted Stock Rights granted as a retention bridge will vest on December 31,
2005 if the Executive Officer is still employed as of such date, as
follows:





	Named
      Executive 

      Officer
	Restricted
      Stock 

      Rights

	
      Jacobs
	
      22,000

	
      MacLennan
	
      10,000

	
      Smith
	
      6,000

	
      O’Bannon
	5,000

	
      Caswell
	5,000