Exhibit
10.22
 
 **Theragenics
Corporation** **®** **Forms of Option Award**
 
 [Form of
Incentive Stock Option Award followed by Form of Nonqualified Stock Option
Award]
 
 **THERAGENICS
CORPORATION®**
 **INCENTIVE
STOCK OPTION AWARD**
 
 
 THIS
AWARD is made as of the Grant Date, by THERAGENICS CORPORATION® (the "Company")
to **NAME** (the
"Optionee").
 
 Upon and
subject to the Terms and Conditions attached hereto and incorporated herein by
reference, the Company hereby awards as of the Grant Date to Optionee an
incentive stock option (the "Option"), as described below, to purchase the
Option Shares.
 
 A. Grant
Date: **DATE** .
 
 B. Type of
Option: Incentive Stock Option.
 
 C. Plan
(under which Option is granted): **[PLAN
NAME]** .
 
 D. Option
Shares: All or any part of **NUMBER** shares of
the Company's $.01 par value common stock (the "Common Stock").
 
 Exercise
Price: $ **PRICE
per share** , which
is 100% of the fair market value of the Common Stock on the Grant Date or 110%
of the fair market value if Optionee owns more than 10% of the voting
power.
 
 F. Option
Period: Subject to the attached terms and conditions, the Option may be
exercised during the Option Period which commences on the Grant Date and ends no
later than at the close of business on the tenth (10th) anniversary of the Grant
Date or 5th anniversary of the Grant Date if Optionee owns more than 10% of the
voting power, provided that the Option may be exercised as to no more than the
vested Option Shares, determined pursuant to the Vesting Schedule. Note that
other restrictions to exercising the Option, as described in the attached Terms
and Conditions, may apply.
 
 G. Vesting
Schedule: **Five-year
period at 20% per year of service after date of grant.**
 
 **Years of
      Service**
      **After Grant
      Date**
    **Number of
      Option**
      **Shares
      Vested**
    **Percentage of Option**
      **Shares Vested****1**
    **X shares**
    **20%****2**
    **X
      shares**
    **40%****3**
    **X
      shares**
    **60%****4**
    **X
      shares**
    **80%****5**
    **X shares**
    **100%**
 
 The
Optionee shall receive a year of service as of each anniversary of the Date of
Grant; provided that, the Optionee has not had a Termination of Employment
before such anniversary.
 
 
  
  
 IN
WITNESS WHEREOF, the Company has executed and sealed this Award as of the Grant
Date set forth above.
 
 ****
 ****
**(CORPORATE
      SEAL)**
    **THERAGENICS
      CORPORATION®**___________________________________________
      By:________________________________________
      Title:_______________________________________Agreed and Accepted:____________________________________________**NAME**DATE:
      ______________________________________
 ****
 
  
 
  ****
 
 
 
 
 
 
  
  **TERMS
AND CONDITIONS**
 **TO
THE**
 **[[PLAN
NAME]]** ****
 **INCENTIVE
STOCK OPTION AWARD**
 
 
 1. Exercise
of Option . Subject
to the provisions provided herein or in the Award made pursuant to the **[[PLAN
NAME]]** :
 
 (a) The
Option may be exercised with respect to all or any portion of the vested Option
Shares at any time during the Exercise Period by the delivery to the Company, at
its principal place of business, of (i) a written notice of exercise in
substantially the form attached hereto as Exhibit 1, which shall be actually
delivered to and reviewed by the Company prior to the date upon which Optionee
desires to exercise of all or any portion of the Option and (ii) payment to the
Company of the Exercise Price multiplied by the number of shares being purchased
the "Purchase Price") in the manner provided in Subsection (b). Upon acceptance
of such notice and receipt of payment in full of the Purchase Price and
withholding liability, the Company shall cause to be issued a certificate
representing the Option Shares purchased.
 
 (b) The
Purchase Price shall be paid in full upon the exercise of an Option and no
Option Shares shall be issued or delivered until full payment therefor has been
made. Payment of the Purchase Price for all Option Shares purchased pursuant to
the exercise of an Option shall be made in cash, certified check, or,
alternatively, as follows:
 
 (i) by
delivery to the Company of a number of shares of Common Stock which have been
owned by the Optionee for at least six months prior to the date of the Option's
exercise, having a Fair Market Value, as determined under the Plan, on the date
of exercise either equal to the Purchase Price or in combination with cash to
equal the Purchase Price; or
 
 (ii) by
receipt of the Purchase Price in cash from a broker, dealer or other "creditor"
as defined by Regulation T issued by the Board of Governors of the Federal
Reserve System following delivery by the Optionee to the Committee (defined in
the Plan) of instructions in a form acceptable to the Committee regarding
delivery to such broker, dealer or other creditor of that number of Option
Shares with respect to which the Option is exercised.
 
 2. Exercise
Price . The
exercise price for each Option Share shall be $ **PRICE** , subject
to adjustment as set forth in Section 7 below (the "Exercise
Price").
 
 3. Withholding . This
tax withholding section will apply only if all or a portion of the Option is not
or ceases to be an “Incentive Stock Option” under Section 422 of the Internal
Revenue Code when it is exercised. Otherwise, it does not apply. The Optionee
must satisfy his federal, state and local, if any, withholding taxes imposed by
reason of the exercise of the Option either by paying to the Company the full
amount of the withholding obligation (i) in cash, (ii) by electing, irrevocably
and in writing in substantially the form attached hereto as Exhibit 2 (a
“withholding Election”), to have the actual number of shares of Common Stock
issuable upon exercise reduced by the smallest number of whole shares of Common
Stock which, when multiplied by the fair market value of the Common Stock as of
the date the Option is exercised, is sufficient to satisfy the amount of
withholding tax; or (iii) by any combination of the above. Optionee may make a
Withholding Election only if the following conditions are met:
 
 (a) the
Withholding Election is made by executing and delivering to the Company a
properly completed Notice of Withholding Election in substantially the form of
Exhibit 2 attached hereto;
 
 (b) the
Withholding Election is delivered to the Company sufficiently in advance of the
date on which the amount of tax required to be withheld is determined (the “Tax
Date”) as the Committee under the Plan (the “Committee”) determines is necessary
or appropriate to satisfy the conditions of the exemptions provided under Rule
16b-3 promulgated under the Securities Exchange Act of 1934 (the “1934
Act”);
  
  
 (c) any
Withholding Election is irrevocably given in a manner that satisfies the
requirements of the exemption provided under Rule 16b-3 promulgated under the
1934 Act; and
 
 (d) if the
Optionee is considered by the Committee not to be subject to Section 16 of the
1934 Act, the Withholding Election is made no later than the Tax
Date.
 
 Notwithstanding
anything to the contrary herein, the Committee may in its sole discretion
disapprove and give no effect to any Withholding Election.
 
 4. Term
and Termination of Option . The
Option shall terminate on the earliest of (i) the last day of the Option Period,
(ii) as of the time of the Optionee's Termination of Employment (as defined in
the Plan) by Optionee without the Company's written consent, unless such
Termination of Employment is due to the death or Disability (as defined in the
Plan) or retirement after reaching age 65, (iii) one year following the date of
the Optionee’s Termination of Employment by Optionee with the Company’s written
consent or due to retirement after reaching age 65, (iv) one year following the
date of the Optionee's Termination of Employment by the Company or a Subsidiary
(as defined in the Plan), unless such Termination of Employment is due to
"Cause" (as defined below), (v) one year following the date of the Optionee's
Termination of Employment with the Company or a Subsidiary due to the Optionee's
death or Disability, (vi) as of the time of the Optionee's Termination of
Employment by the Company or a Subsidiary for Cause, or (vii) as of the time any
provision of Section 9 hereof applies. Upon the expiration of the Option Period,
this Option and all unexercised rights granted to Optionee hereunder shall
terminate, and thereafter be null and void.
 
 "Cause"
means (a) willful and continued failure (other than failure resulting from
incapacity during illness) to substantially perform duties with the Company or a
Subsidiary, (b) any act of fraud, misappropriation, dishonesty, embezzlement or
similar conduct against the Company or a Subsidiary, as determined by the
Committee, or (c) conviction for a felony or any other crime involving moral
turpitude.
 
 5. Rights
as Shareholder . Until
the stock certificates reflecting the Option Shares accruing to the Optionee
upon exercise of the Option are issued to the Optionee, the Optionee shall have
no rights as a shareholder with respect to such Option Shares. The Company shall
make no adjustment for any dividends or distribu-tions or other rights on or
with respect to Option Shares for which the record date is prior to the issuance
of that stock certificate, except as the Plan or this Award otherwise
provides.
 
 6. Restriction
on Transfer of Option . The
Option evidenced hereby is nontransferable other than by will or the laws of
descent and distribution, and, shall be exercisable during the lifetime of the
Optionee only by the Optionee (or in the event of his disability, by his legal
representative) and after his death, only by legal representative of the
Optionee's estate.
 
 7. Changes
in Capitalization; Merger; Reorganization .
 
 (a) The
number of Option Shares and the Exercise Price shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or combination of shares or the payment of a stock
dividend in shares of Common Stock to holders of outstanding shares of Common
Stock or any other increase or decrease in the number of shares of Common Stock
outstanding effected without receipt of consideration by the
Company.
 
 (b) In the
event of a merger, consolidation, tender offer, liquidation or other
reorganization involving the Company herein, the Committee may, in its sole
discretion, adjust the number and class of securities subject to the Option,
with a corresponding adjustment made in the Exercise Price; substitute a new
option to replace the Option; or, terminate the Option in consideration of
payment to Optionee of the excess of the then Fair Market Value (as defined in
the Plan) of the Option Shares over the Exercise Price of the Option
Shares.
  
  
 (c) In the
event that (I) any person or entity (other than the Company) makes a tender
offer for shares of the Company’s Common Stock pursuant to which purchases are
made or (ii) the stockholders of the Company approve a definitive agreement to
merge or consolidate the Company with or into another corporation (other than a
parent or a Subsidiary) or to sell or otherwise dispose of substantially all of
its assets (other than to a parent or a Subsidiary) and the transaction
contemplated by such agreement is consummated, the Option shall immediately
become 100 percent vested, notwithstanding the vesting schedule on the cover
page of this Award.
 
 (d) The
existence of the Plan and this Award shall not affect in any way the right or
power of the Company to make or authorize any adjust-ment, reclassification,
reorganization or other change in its capital or business structure, any merger
or consolida-tion of the Company, any issue of debt or equity securities having
preferences or priorities as to the Common Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of all or any
part of its business or assets, or any other corporate act or
proceeding.
 
 8. Special
Limitation on Exercise . Any
exercise of the Option is subject to the condition that if at any time the
Committee, in its discretion, shall determine that the listing, registration or
qualification of the shares covered by the Option upon any securities exchange
or under any state or federal law is necessary or desirable as a condition of or
in connection with the delivery of shares thereunder, the delivery of any or all
shares pursuant to the Option may be withheld unless and until such listing,
registration or qualification shall have been effected. The Optionee shall
deliver to the Company, prior to the exercise of the Option, such information,
representations and warranties as the Company may reasonably request in order
for the Company to be able to satisfy itself that the Option Shares being
acquired in accordance with the terms of an applicable exemption from the
securities registration requirements of applicable federal and state securities
laws.
 
 9. Termination
of Option . In the
event the Optionee breaches any provision of an agreement with the Company or a
Subsidiary, which provision relates to a requirement that the Optionee not
disclose confidential information or trade secrets or that the Optionee refrain
from competing with the Company or a Subsidiary or soliciting its employees or
customers, this Option shall be immediately terminated. In addition, the Option
shall be immediately terminated if Optionee, during the term of employment with
the Company or a Subsidiary, or for a period of one year thereafter, directly or
indirectly:
 
 (a) on
Optionee's own behalf or on behalf of any other person or entity, solicits,
contacts, calls upon, communicates with, or attempts to communicate with any
person or entity who was a customer of the Company, or a customer of any entity
to whom the Company sells products or provides services, at any time within two
(2) years preceding the applicable time, or any representative of any such
customer, with the intent or purpose of selling or providing of any product or
service competitive with any product or service sold or under development by the
Company during the period of two (2) years preceding the applicable time and
which is still being offered by or is still under the development by the
Company;
 
 (b) employs
or attempts to employ or assist anyone else in employing in any business
organization of whatever form engaged, either directly or indirectly, in any
business enterprise which is the same as, or substantially the same as the
Business of the Company, any person who, at any time within two (2) years
preceding the applicable time, was, is or shall be an employee of the Company
(whether or not such employment is full-time or is pursuant to a written
contract with the Company); or
 
 (c) provides
services to any business organization of whatever form engaged, either directly
or indirectly, in any business enterprise which is the same as, or substantially
the same as, the Business of the Company.
  
  
 “Business
of the Company” means the manufacture, production, sale, marketing, promotion,
distribution, exploitation and development of radiological pharmaceutical
products or devices for the treatment of cancer and the manufacture, production,
sale, marketing, promotion, distribution, exploitation and development of
palladium 103 based products for medical applications.
 
 10. Legend
on Stock Certificates .
Certificates evidencing the Option Shares, to the extent appropriate at the
time, shall have noted conspicuously on the certificates a legend intended to
give all persons full notice of the existence of the conditions, restrictions,
rights and obligations set forth in this Award and in the Plan.
 
 11. Governing
Laws . This
Award shall be construed, administered and enforced according to the laws of the
State of Georgia; provided, however, no option may be exercised except, in the
reasonable judgment of the Board of Directors, in compliance with exemptions
under applicable state securities laws of the state in which the Optionee
resides, and/or any other applicable securities laws.
 
 12. Successors . This
Award shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and permitted assigns of the parties.
 
 13. Notice . Except
as otherwise specified herein, all notices and other communications under this
Award shall be in writing and shall be deemed to have been given if personally
delivered or if sent by registered or certified United States mail, return
receipt requested, postage prepaid, addressed to the proposed recipient at the
last known address of the recipient. Any party may designate any other address
to which notices shall be sent by giving notice of the address to the other
parties in the same manner as provided herein.
 
 14. Severability . In the
event that any one or more of the provisions or portion thereof contained in
this Award shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Award, and this Award shall be construed as if the invalid,
illegal or unenforceable provision or portion thereof had never been contained
herein.
 
 15. Entire
Agreement . Subject
to the terms and conditions of the Plan, this Award expresses the entire
understanding and agreement of the parties. This Award may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
 
 16. Violation . Any
transfer, pledge, sale, assignment, or hypothecation of the Option or any
portion thereof shall be a violation of the terms of this Award and shall be
void and without effect.
 
 17. Headings .
Paragraph headings used herein are for convenience of reference only and shall
not be considered in construing this Award.
 
 18. Specific
Performance . In the
event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Award, the party or parties who are thereby
aggrieved shall have the right to specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.
 
 19. No
Right to Continued Employment . Neither
the establishment of the Plan nor the award of Option Shares hereunder shall be
construed as giving the Optionee the right to continued
employment.
  
  **EXHIBIT
1**
 
 **NOTICE
OF EXERCISE OF**
 **STOCK
OPTION TO PURCHASE**
 **COMMON
STOCK OF**
 **THERAGENICS
CORPORATION®**
 
 
 
 Date
___________________________
 
 Theragenics
Corporation®
 Attn **:
CHIEF FINANCIAL OFFICER**
 5302
Bristol Industrial Way
 Buford,
Georgia 30518
 
 Re: Exercise
of Incentive Stock Option
 
 Gentlemen:
 
 Subject
to acceptance hereof in writing by Theragenics Corporation® (the "Company")
pursuant to the provisions of the **[[PLAN
NAME]]** , I
hereby give prior notice of my election to exercise options granted to me to
purchase ________ shares of Common Stock of the Company under the Incentive
Stock Option Award (the "Award") pursuant to the **[[PLAN
NAME]]** dated as
of **DATE.** The
purchase shall take place as of ______________ (the "Exercise
Date").
 
 On or
before the Exercise Date, I will pay the applicable purchase price as
follows:
 
 [ 
      ]
    by
      delivery of cash or a certified check for $____________ for the full
      purchase price payable to the order of Theragenics
      Corporation.®
 
 [ 
      ]
    by
      delivery of a certified check for $ ____________ payable to the order of
      Theragenics Corporation® representing a portion of the purchase price with
      the balance to consist of shares of Common Stock that I have owned for at
      least six months and that are represented by a stock certificate I will
      surrender to the Company with my endorsement. If the number of shares of
      Common Stock represented by such stock certificate exceed the number to be
      applied against the purchase price, I understand that a new stock
      certificate will be issued to me reflecting the excess number of
      shares.
 
 [ 
      ]
    by
      delivery of a stock certificate representing shares of Common Stock that I
      have owned for at least six months which I will surrender to the Company
      with my endorsement as payment of the purchase price. If the number of
      shares of Common Stock represented by such certificate exceed the number
      to be applied against the purchase price, I understand that a new
      certificate will be issued to me reflecting the excess number of
      shares.
 
 [ 
      ]
    by
      delivery of the purchase price by ________________ , a broker, dealer or
      other "creditor" as defined by Regulation T issued by the Board of
      Governors of the Federal Reserve System. I hereby authorize the Company to
      issue a stock certificate in number of shares indicated above in the name
      of said broker, dealer or other creditor or its nominee pursuant to
      instructions received by the Company and to deliver said stock certificate
      directly to that broker, dealer or other creditor (or to such other party
      specified in the instructions received by the Company from the broker,
      dealer or other creditor) upon receipt of the purchase
    price.
  
  
 The
required federal, state and local income tax withholding obligations, if any, on
the exercise of the Award shall also be paid in cash or by certified check on or
before the Exercise Date, or will be satisfied in the manner provided in the
Withholding Election previously tendered or (if I am no longer a Section 16(b)
reporting person) to be tendered to the Company no later than the indicated date
of purchase.
 
 As soon
as the stock certificate is registered in my name, please deliver it to me at
the above address.
 
 If the
Common Stock being acquired is not registered for issuance to and resale by the
Optionee pursuant to an effective registration statement on Form S-8 (or
successor form) filed under the Securities Act of 1933, as amended (the "1933
Act") , I
hereby represent, warrant, covenant, and agree with the Company as
follows:
 
 The
shares of the Common Stock being acquired by me will be acquired for my own
account without the participation of any other person, with the intent of
holding the Common Stock for investment and without the intent of participating,
directly or indirectly, in a distribution of the Common Stock and not with a
view to, or for resale in connection with, any distribution of the Common Stock,
nor am I aware of the existence of any distribution of the Common Stock;
 
 I am not
acquiring the Common Stock based upon any representation, oral or written, by
any person with respect to the future value of, or income from, the Common Stock
but rather upon an independent examination and judgment as to the prospects of
the Company;
 
 The
Common Stock was not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to other
persons by such means;
 
 I am able
to bear the economic risks of the investment in the Common Stock, including the
risk of a complete loss of my investment therein;
 
 I
understand and agree that the Common Stock will be issued and sold to me without
registration under any state law relating to the registration of securities for
sale, and will be issued and sold in reliance on the exemptions from
registration under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof
and the rules and regulations promulgated thereunder;
 
 The
Common Stock cannot be offered for sale, sold or transferred by me other than
pursuant to: (A) an effective registration under the 1933 Act or in a
transaction otherwise in compliance with the 1933 Act; and (B) evidence
satisfactory to the Company of compliance with the applicable securities laws of
other jurisdictions. The Company shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above
laws;
 
 The
Company will be under no obligation to register the Common Stock or to comply
with any exemption available for sale of the Common Stock without registration
or filing, and the information or conditions necessary to permit routine sales
of securities of the Company under Rule 144 under the 1933 Act are not now
available and no assurance has been given that it or they will become available.
The Company is under no obligation to act in any manner so as to make Rule 144
available with respect to the Common Stock;
 
 I have
and have had complete access to and the opportunity to review and make copies of
all material documents related to the business of the Company, including, but
not limited to, contracts, financial statements, tax returns, leases, deeds and
other books and records. I have examined such of these documents as I wished and
am familiar with the business and affairs of the Company. I realize that the
purchase of the Common Stock is a speculative investment and that any possible
profit therefrom is uncertain;
  
  
 I have
had the opportunity to ask questions of and receive answers from the Company and
any person acting on its behalf and to obtain all material information
reasonably available with respect to the Company and its affairs. I have
received all information and data with respect to the Company which I have
requested and which I have deemed relevant in connection with the evaluation of
the merits and risks of my investment in the Company;
 
 I have
such knowledge and experience in financial and business matters that I am
capable of evaluating the merits and risks of the purchase of the Common Stock
hereunder and I am able to bear the economic risk of such purchase;
and
 
 The
agreements, representations, warranties and covenants made by me herein extend
to and apply to all of the Common Stock of the Company issued to me pursuant to
this Award. Acceptance by me of the certificate representing such Common Stock
shall constitute a confirmation by me that all such agreements,
representa-tions, warranties and covenants made herein shall be true and correct
at that time.
 
 I
understand that the certificates representing the shares being purchased by me
in accordance with this notice shall bear a legend referring to the foregoing
covenants, representations and warranties and restrictions on transfer, and I
agree that a legend to that effect may be placed on any certificate which may be
issued to me as a substitute for the certificates being acquired by me in
accordance with this notice.
 
 Very
truly yours,
 
 
 
 **NAME**
 
 AGREED TO AND ACCEPTED:
 
 
 THERAGENICS
CORPORATION®
 
 
 
 
 
 By:  __________________________
 
 Title:_________________________
 
 Number of
Shares
 Exercised:
_____________________
 
 Number of
Shares
 Remaining:
____________________      **** Date:  ___________________
 
  
  **EXHIBIT
2**
 
 **NOTICE
OF WITHHOLDING ELECTION**
 **[[PLAN
NAME]]**
 
 
 TO:   Theragenics
Corporation®
 **Attn:
Chief Financial Officer**
 
 FROM: **NAME**
 
 RE:   Withholding
Election
 
 
 
 **Tax
withholding only applies if all or any portion of your Option is not, or ceases
to be, an incentive stock option entitled to special tax benefits under the
federal tax law. You should file this form only if you wish to have the required
tax withholding satisfied by reducing the number of shares you will receive upon
issuance of your stock option. If you tender cash to the company to satisfy the
required tax withholding, do not file this form.**
 
 The
election relates to the Option identified in Paragraph 3 below. I hereby certify
that:
 
 (1)
    My
      correct name and social security number and my current address are set
      forth at the end of this document.
 
 (2)
    I
      am (check one, whichever is applicable).
 
 [ 
]  the
original recipient of the Option.
 
 [ 
]  the legal
representative of the estate of the original recipient of the
Option.
 
 [
 ]  a legatee
of the original recipient of the Option.
 
 [
 ]  the legal
guardian of the original recipient of the Option.
 
 (3)
    The
      Option pursuant to which this election relates was issued under the**[[PLAN
      NAME]]**(the “Plan”) in the name of**NAME**for
      the purchase of a total of _____________ shares of Common Stock. This
      election relates to __________________ shares of Common Stock issuable
      upon exercise of the Option (the “Common Stock”), provided that the
      numbers set forth above shall be deemed changed as appropriate to reflect
      the applicable Plan provisions.
 
 (4)
    In
      connection with any exercise of the Option with respect to the Common
      Stock, I hereby elect to have certain of the shares issuable pursuant to
      the exercise withheld by the Company for the purpose of having the value
      of the shares applied to pay federal, state and local, if any, taxes
      arising from the exercise.
 
 (5)
    The
      shares to be withheld shall have, as of the Tax Date applicable to the
      exercise, a fair market value equal to the minimum statutory tax
      withholding requirement under federal, state and local law in connection
      with the exercise.
 
 (6)
    This
      Withholding Election is made no later than the Tax Date and is otherwise
      timely made pursuant to the Plan.
 
 (7)
    I
      understand that this Withholding Election may not be revised, amended or
      revoked by me (except in a manner that satisfies the requirements of the
      exemption provided under rule 16b-3 promulgated under the Securities and
      Exchange Act of 1934).
 
 (8)
    I
      further understand that the Company shall withhold from the Common Stock a
      whole number of shares of Common Stock having the value specified in
      Paragraph 4 above.
 
 (9)
    The
      Plan has been made available to me by the Company, I have read and
      understand the Plan and I have no reason to believe that any of the
      conditions therein to the making of this Withholding Election have not
      been met. Capitalized terms used in this Notice of Withholding Election
      without definition shall have the meanings given to them in the
      Plan.
  
  
 
 Dated:Signature**NAME**Name
      (Printed)Street
      AddressCity,
      State, Zip Code
 
 
 
 
  
  **NON-QUALIFIED
STOCK OPTION AWARD**
 **PURSUANT
TO THE THERAGENICS CORPORATION**
 **[[PLAN
NAME]]**
 
 THIS
AWARD is made as of the Grant Date, by the Theragenics Corporation (the
“Company”) to **NAME** (the
“Optionee”). Upon and subject to the Terms and Conditions attached hereto and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to Optionee a non-qualified stock option (the “Option”), as described below, to
purchase the Option Shares.
 
 A.
    Grant
      Date:**DATE**.
 
 B.
    Type
      of Option: Non-Qualified Stock Option.
 
 C.
    Plan
      (under which Option is granted):**[[PLAN
      NAME]]**
 
 D.
    Option
      Shares: All or any part of**NUMBER**shares of the Company’s common stock (the “Common Stock”), subject to
      adjustment as provided in the attached Terms and
    Conditions.
 
 E.
    Exercise
      Price:**$PRICE**per share, subject to adjustment as provided in the attached Terms and
      Conditions.
 
 F.
    Option
      Period: Subject to the attached terms and conditions, the Option may be
      exercised only during the Option Period which commences on the Grant Date
      and ends, generally, on the tenth (10th) anniversary of the Grant
      Date.
 
 The
Option may only be exercised as to the vested Option Shares determined pursuant
to the Vesting Schedule. *Note
that other restrictions to exercising the Option, as described in the attached
Terms and Conditions, may apply* .
 
 G.
    Vesting
      Schedule: The Option shall become vested in accordance with the following
      vesting schedule:
 
 Years
      of Service
    Number
      of Options
    Percentage
      of OptionAfter
      Grant Sate
    Shares
      Vested
    Shares
      Vested1
    X shares
    33.33%2
    X shares
    67.67%3
    X shares
    100%
 
 
 The
Optionee shall receive a year of service as of each anniversary of the Date of
Grant; provided that the Optionee is still a non-employee director of the
Company on that date. Any portion of the Option that is not vested at the time
that the Optionee ceases to be a non-employee director of the Company shall be
forfeited to the Company.
 
 IN
WITNESS WHEREOF, the Company has executed this Award as of the Grant Date set
forth above.
 
 (CORPORATE
      SEAL)
    THERAGENICS
      CORPORATION________________________________By:
      James A. MacLennanTitle:
      Treasurer and Chief Financial OfficerAGREED TO AND ACCEPTED
      
      ________________________________
      
      Date: ____________________________
      
      NAME: **NAME**
 
  
 ****
 
  
  **TERMS
AND CONDITIONS TO THE**
 **NON-QUALIFIED
STOCK OPTION AWARD**
 **PURSUANT
TO THE**
 **[[PLAN
NAME]]**
 
 1. Exercise
of Option . Subject
to the provisions provided herein or in the Award made pursuant to the **[[PLAN
NAME]]** ;
 
 (a) the
Option may be exercised with respect to all or any portion of the vested Option
Shares at any time during the Option Period by the delivery to the Company, at
its principal place of business, of (i) a written notice of exercise in
substantially the form attached hereto as Exhibit 1, and (ii) payment to the
Company of the Exercise Price multiplied
by the
number of shares being purchased (the “Purchase Price”) in the manner
provided in Subsection (b). Upon acceptance of such notice and receipt of
payment in full of the Purchase Price and any tax withholding liability, to the
extent applicable, Company shall cause to be issued a certificate representing
the Option Shares purchased.
 
 (b) The
Purchase Price shall be paid in full upon the exercise of an Option and no
Option Shares shall be issued or delivered until full payment therefor has been
made. Payment of the Purchase Price for all Option Shares purchased pursuant to
the exercise of an Option shall be made in cash, certified check, or,
alternatively, as follows:
 
 (i) by
delivery to the Company of a number of shares of Common Stock which have been
owned by the Optionee for at least six (6) months prior to the date of the
Option’s exercise, having a Fair Market Value, as determined under the Plan, on
the date of exercise either equal to the Purchase Price or in combination with
cash to equal the Purchase Price; or
 
 (ii) by
receipt of the Purchase Price in cash from a broker, dealer or other “creditor”
as defined by Regulation T issued by the Board of Governors of the Federal
Reserve System following delivery by the Optionee to the Company (defined in the
Plan) of instructions in a form acceptable to the Company regarding delivery to
such broker, dealer or other creditor of that number of Option Shares with
respect to which the Option is exercised.
 
 2. Withholding . The
Optionee must satisfy his federal, state and local, if any withholding taxes
imposed by reason of the exercise of the Option either by paying to the company
the full amount of the withholding obligation (i) in cash, (ii) by electing,
irrevocably and in writing in substantially the form attached hereto as Exhibit
2 (a “Withholding Election”), to have the actual number of shares of Common
Stock issuable upon exercise reduced by the smallest number of whole shares of
Common Stock which, when multiplied by the fair market value of Common Stock as
of the date the Option is exercised, is sufficient to satisfy the amount of
withholding tax; or (iii) by any combination of the above. Optionee may make a
Withholding Election only if the following conditions are met:
 
 (a) the
Withholding Election is made by executing and delivering to the Company a
properly completed Notice of Withholding Election in substantially the form of
Exhibit 2 attached hereto;
  (b) the
Withholding Election is delivered to the Company sufficiently in advance of the
date on which the amount of tax required to be withheld is determined (the “Tax
Date”) as the Committee under the Plan (the “Committee”) determines is necessary
or appropriate to satisfy the conditions of the exemptions provided under Rule
16b-3 promulgated under the Securities and Exchange Act of 1934 (the “1934
Act”);
  (c) any
Withholding Election is irrevocably given in a manner that satisfies the
requirements of the exemption provided under Rule 16b-3 promulgated under the
1934 Act; and
  Page 2 of
5
  
 (d)  if the
Optionee is considered by the Committee not to be subject to Section 19 of the
1934 Act, the Withholding Election is made no later than the Tax
Date.
 
 Notwithstanding
anything to the contrary herein, the Committee may in its sole discretion
disapprove and give no effect to any Withholding Election.
 
 3. Rights
as Shareholder . Until
the stock certificates reflecting the Option Shares accruing to the Optionee
upon exercise of the Option are issued to the Optionee, the Optionee shall have
no rights as a shareholder with respect to such Option Shares. The Company shall
make no adjustment for any dividends or distribu-tions or other rights on or
with respect to Option Shares for which the record date is prior to the issuance
of that stock certificate, except as the Plan or the Award otherwise
provides.
 
 4. Restriction
on Transfer of Option and Option Shares . The
Option evidenced hereby is nontransferable other than by will or the laws of
descent and distribution, and, shall be exercisable during the lifetime of the
Optionee only by the Optionee (or in the event of his disability, by his legal
representative) and after his death, only by the legal representative of the
Optionee’s estate.
 
 5. Changes
in Capitalization .
 
 (a) The
number of Option Shares and the Exercise Price shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or combination of shares or the payment of a stock
dividend in shares of Common Stock to holders of outstanding shares of Common
Stock or any other increase or decrease in the number of shares of Common Stock
outstanding effected without receipt of consideration by the
Company.
  (b) In the
event of a merger, consolidation, extraordinary dividend, spin-off, sale of
substantially all of the Company’s assets or other material change in the
capital structure of the Company, or a tender offer for shares of Common Stock,
or other reorganization of the Company, the Committee shall take such action to
make such adjustments in the Option or the terms of this Award as the Committee,
in its sole discretion, determines in good faith is necessary or appropriate,
including, without limitation, adjusting the number and class of securities
subject to the Option, with a corresponding adjustment in the Exercise Price,
substituting a new option to replace the Option, accelerating the termination of
the Option Period, removing of restrictions on outstanding Options, or
terminating the Option in consideration of a cash payment to the Optionee in an
amount determined in good faith by the Committee. Any determination made by the
Committee pursuant to this Section 5(b) will be final and binding on the
Optionee. Any action taken by the Committee need not treat all optionees
equally.
  (c) In the
event that (i) any person or entity (other than the Company) makes a tender
offer for shares of the Company’s Common Stock pursuant to which purchases are
made or (ii) the stockholders of the Company approve a definitive agreement to
merge or consolidate the Company with or into another corporation (other than a
parent or a Subsidiary) or to sell or otherwise dispose of substantially all of
its assets (other than to a parent or a Subsidiary) and the transaction
contemplated by such agreement is consummated, the Option shall immediately
become 100 percent vested, notwithstanding the vesting schedule on the cover
page of this Award.
  (d) The
existence of the Plan and this Award shall not affect in any way the right or
power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any merger
or consolidation of the Company, any issue of debt or equity securities having
preferences or priorities as to the Common Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of all or any
part of its business or assets, or any other corporate act or
proceeding.
  Page 3 of
5
  
 6. Special
Limitations on Exercise . Any
exercise of the Option is subject to the condition that if at any time the
Company, in its discretion, shall determine that the listing, registration or
qualification of the shares covered by the Option upon any securities exchange
or under any state or federal law is necessary or desirable as a condition of or
in connection with the delivery of shares thereunder, the delivery of any or all
shares pursuant to the Option may be withheld unless and until such listing,
registration or qualification shall have been effected. The Optionee shall
deliver to the Company, prior to the exercise of the Option, such information,
representations and warranties as the Company may reasonably request in order
for the Company to be able to satisfy itself that the Option Shares being
acquired in accordance with the terms of an applicable exemption from the
securities registration requirements of applicable federal and state securities
laws.
 
 7. Legend
on Stock Certificates . 
Certificates evidencing the Option Shares, to the extent appropriate at the
time, shall have noted conspicuously on the certificates a legend intended to
give all persons full notice of the existence of the conditions, restrictions,
rights and obligations set forth in this Award and in the Plan.
 
 8. Governing
Laws . 
This Award shall be construed, administered and enforced according to the laws
of the State of Georgia; provided, however, no option may be exercised except,
in the reasonable judgment of the Board of Directors, in compliance with
exemptions under applicable state securities laws of the state in which the
Optionee resides, and/or any other applicable securities laws.
 
 9. Successors . This
Award shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors and permitted assigns of the parties.
 
 10. Notice . 
Except as otherwise specified herein, all notices and other communications under
this Award shall be in writing and shall be deemed to have been given if
personally delivered or if sent by registered or certified United States mail,
return receipt requested, postage prepaid, addressed to the proposed recipient
at the last known address of the recipient. Any party may designate any other
address to which notices shall be sent by giving notice of the address to the
other parties in the same manner as provided herein.
 
 11. Severability . In the
event that any one or more of the provisions or portion thereof contained in
this Award shall for any reason be held to be invalid, illegal or unenforceable
in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Award, and this Award shall be construed as if the invalid,
illegal or unenforceable provision or portion thereof had never been contained
herein.
 
 12. Entire
Agreement . Subject
to the terms and conditions of the Plan, this Award expresses the entire
understanding and agreement of the parties.
 
 13. Violation . Any
transfer, pledge, sale, assignment, or hypothecation of the Option or any
portion thereof shall be a violation of the terms of this Award and shall be
void and without effect.
 
 14. Headings .
Paragraph headings used herein are for convenience of reference only and shall
not be considered in construing this Award.
 
 15. Specific
Performance . In the
event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Award, the party or parties who are thereby
aggrieved shall have the right to specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.
 
 16. No
Right to Continued Retention . Neither
the establishment of the Plan nor the award of Option Shares hereunder shall be
construed as giving the Optionee the right to continued service with the Company
or any Affiliate.
  Page 4 of
5
  
 **EXHIBIT
1**
 
 **NOTICE
OF EXERCISE OF**
 **STOCK
OPTION TO PURCHASE**
 **COMMON
STOCK OF**
 **THERAGENICS
CORPORATION**
    Name: **NAME**
      Address:_____________________________
      ____________________________________
      Date:________________________________
 Theragenics
Corporation
 Attn:
Corporate Secretary
 5302
Bristol Industrial Way
 Buford,
Georgia 30518
 
 Re:  Exercise
of Non-Qualified Stock Option
 
 Dear Sir
or Madam:
 
 Subject
to acceptance hereof in writing by Theragenics Corporation (the “Company”)
pursuant to the provisions of the **[[PLAN
NAME]]** , I
hereby give at least ten days but not more than thirty days prior notice of my
election to exercise options granted to me to purchase ______________ shares of
Common Stock of the Company under the Non-Qualified Stock Option Award (the
“Award”) pursuant to the **[[PLAN
NAME]]** dated as
of ____________, ______. The purchase shall take place as of ____________, _____
(the “Exercise Date”).
 
 On or
before the Exercise Date, I will pay the applicable purchase price as
follows:
 
 [
       ]
    by
      delivery of cash or a certified check for $___________ for the full
      purchase price payable to the order of the
Company.
 
 [
       ]
    by
      delivery of a certified check for $___________ representing a portion of
      the purchase price with the balance to consist of shares of Common Stock
      that I have owned for at least six months and that are represented by a
      stock certificate I will surrender to the Company with my endorsement. If
      the number of shares of Common Stock represented by such stock certificate
      exceed the number to be applied against the purchase price, I understand
      that a new stock certificate will be issued to me reflecting the excess
      number of shares.
 
 [ 
      ]
    by
      delivery of a stock certificate representing shares of Common Stock that I
      have owned for at least six months which I will surrender to the Company
      with my endorsement as payment of the purchase price. If the number of
      shares of Common Stock represented by such certificate exceed the number
      to be applied against the purchase price, I understand that a new
      certificate will be issued to me reflecting the excess number of
      shares.
 
 [
       ]
    by
      delivery of the purchase price by ________________, a broker, dealer or
      other “creditor” as defined by Regulation T issued by the Board of
      Governors of the Federal Reserve System. I hereby authorize the Company to
      issue a stock certificate in the number of shares indicated above in the
      name of said broker, dealer or other creditor or its nominee pursuant to
      instructions received by the Company and to deliver said stock certificate
      directly to that broker, dealer or other creditor (or to such other party
      specified in the instructions received by the Company from the broker,
      dealer or other creditor) upon receipt of the purchase
    price.
  Exhibit 1
-  1 of 3
  
 As soon
as the stock certificate is registered in my name, please deliver it to me at
the above address.
 
 If the
Common Stock being acquired is not registered for issuance to and resale by the
Optionee pursuant to an effective registration statement on Form S-8 (or
successor form) filed under the Securities Act of 1933, as amended (the “1933
Act”), I hereby represent, warrant, covenant, and agree with the Company as
follows:
 
 The
shares of the Common Stock being acquired by me will be acquired for my own
account without the participation of any other person, with the intent of
holding the Common Stock for investment and without the intent of participating,
directly or indirectly, in a distribution of the Common Stock and not with a
view to, or for resale in connection with, any distribution of the Common Stock,
nor am I aware of the existence of any distribution of the Common
Stock;
 
 I am not
acquiring the Common Stock based upon any representations, oral or written, by
any person with respect to the future value of, or income from, the Common Stock
but rather upon an independent examination and judgment as to the prospects of
the Company;
 
 The
Common Stock was not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to other
persons by such means;
 
 I am able
to bear the economic risks of the investment in the Common Stock, including the
risk of a complete loss of my investment therein;
 
 I
understand and agree that the Common Stock will be issued and sold to me without
registration under any state law relating to the registration of securities for
sale, and will be issued and sold in reliance on exemptions from registration
under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and the rules
and regulations promulgated thereunder;
 
 The
Common Stock cannot be offered for sale, sold, or transferred by me other than
pursuant to” (a) an effective registration under the 1933 Act or in a
transaction otherwise in compliance with the 1933 Act; and (b) evidence
satisfactory to the Company of compliance with the applicable securities laws of
other jurisdictions. The Company shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above laws;
 
 The
Company will be under no obligation to register the Common Stock or to comply
with any exemption available for sale of the Common Stock without registration
or filing, and the information or conditions necessary to permit routine sales
of securities of the Company under Rule 144 under the 1933 Act are not now
available and no assurance has been given that it or they will become available.
The Company is under no obligation to act in any manner so as to make Rule 144
available with respect to the Common Stock;
 
 I have
and have had complete access to and the opportunity to review and make copies of
all material documents related to the business of the Company, including, but
not limited to, contracts, financial statements, tax returns, leases, deeds and
other books and records. I have examined such of these documents as I wished and
am familiar with the business and affairs of the Company. I realize that the
purchase of the Common Stock is a speculative investment and that any possible
profit therefrom is uncertain;
 
 I have
had the opportunity to ask questions of and receive answers from the Company and
any person acting on its behalf and to obtain all material information
reasonably available with respect to the Company and its affairs. I have
received all information and data with respect to the Company which I have
requested and which I have deemed relevant in connection with the evaluation of
the merits and risks of my investment in the Company;
 
 I have
such knowledge and experience in financial and business matters that I am
capable of evaluating the merits and risks of the purchase of the Common Stock
hereunder and I am able to bear the economic risk of such purchase; and
  Exhibit 1 - Page
2 of 3
  
 The
agreements, representations, warranties, and covenants made by me herein extend
to and apply to all of the Common Stock of the Company issued to me pursuant to
this Award. Acceptance by me of the certificate representing such Common Stock
shall constitute a confirmation by me that all such agreements, representations,
warranties, and covenants made herein shall be true and correct at that
time.
 
 I
understand that the certificates representing the shares being purchased by me
in accordance with this notice shall bear a legend referring to the foregoing
covenants, representations and warranties and restrictions on transfer, and I
agree that a legend to that effect may be placed on any certificate which may be
issued to me as a substitute for the certificates being acquired by me in
accordance with this notice.
 
 Very
truly yours,
 
 _____________________________________
 
 
 AGREED TO
AND ACCEPTED:
 
 **_______________________________**
 
 By:
_______________________________
 
 Title:
______________________________
 
 Number of
Shares Exercised: ________________________
 
 Number of
Shares Remaining: _______________________
 
 Date__________________
 
 
 
  
  
 **EXHIBIT
2**
 
 **NOTICE
OF WITHHOLDING ELECTION**
 **[[PLAN
NAME]]**
 
 TO:   **Theragenics
Corporation**
 **Attn:
Stock Plan Administrator**
 
 FROM:  **NAME**
 
 RE:   **Withholding
Election**
 
 
 **Tax
withholding only applies if all or any portion of your Option is not, or ceases
to be, an incentive stock option entitled to special tax benefits under the
federal tax law. You should file this form only if you wish to have the required
tax withholding satisfied by reducing the number of shares you will receive upon
issuance of your stock option. If you tender cash to the company to satisfy the
required tax withholding, do not file this form.**
 
 The
election relates to the Option identified in Paragraph 3 below. I hereby certify
that:
 
 (1)
    My
      correct name and social security number and my current address are set
      forth at the end of this document.
 
 (2)
    I
      am (check one, whichever is applicable).
 
 [
 ]  the
original recipient of the Option.
 
 [ 
]  the legal
representative of the estate of the original recipient of the
Option.
 
 [ 
]  a legatee
of the original recipient of the Option.
 
 [ 
]  the legal
guardian of the original recipient of the option.
 
 (3)
    The
      Option pursuant to which this election relates was issued under the**[[PLAN
      NAME]]**(the “Plan”) in the name of**NAME**for
      the purchase of a total of ________________ shares of Common Stock. This
      election relates to _______________ shares of Common Stock issuable upon
      exercise of the Option (the “Common Stock”), provided that the numbers set
      forth above shall be deemed changed as appropriate to reflect the
      applicable Plan provisions.
 
 (4)
    In
      connection with any exercise of the Option with respect to the Common
      Stock, I hereby elect to have certain of the shares issuable pursuant to
      the exercise withheld by the Company for the purpose of having the value
      of the shares applied to pay federal, state and local, if any, taxes
      arising from the exercise.
 
 (5)
    The
      shares to be withheld shall have, as of the tax Date applicable to the
      exercise, a fair market value equal to the minimum statutory tax
      withholding requirement under federal, state and local law in connection
      with the exercise.
 
 (6)
    This
      Withholding Election is made no later than the Tax Date and is otherwise
      timely made pursuant to the Plan.
 
 (7)
    I
      understand that this Withholding Election may not be revised, amended or
      revoked by me (except in a manner that satisfied the requirements of the
      exemption provided under rule 16b-3 promulgated under the Securities and
      Exchange Act of 1934).
  Exhibit 2 - Page
1 of 2
  
 (8)
    I
      further understand that the Company shall withhold from the Common Stock a
      whole number of shares of Commons Stock having the value specified in
      Paragraph 4 above.
 
 (9)
    The
      Plan has been made available to me by the Company, I have read and
      understand the Plan and I have no reason to believe that any of the
      conditions therein to the making of this Withholding Election have not
      been met. Capitalized terms used in this Notice of Withholding Election
      without definition shall have the meanings given to them in the
      Plan.
 
 
 Dated: ________________________
    ___________________________
      Signature**NAME**
      Name
      (Printed)Social Security NumberStreet AddressCity, State, Zip Code
  
 
 
 
    Exhibit 2 - Page 2 of
2