Exhibit
10.23
 
 
 **RESTRICTED
STOCK AGREEMENT**
 **PURSUANT
TO THE THERAGENICS CORPORATION**
 **2000
STOCK INCENTIVE PLAN**
 
 THIS
AWARD is made as of the Grant Date, by THERAGENICS CORPORATION (the “Company”)
to **NAME** (the
“Recipient”).
 
 Upon and
subject to the Terms and Conditions attached hereto and incorporated herein by
reference as part of this Agreement, the Company hereby awards as of the Grant
Date to the Recipient the Restricted Shares (the “Restricted Stock Grant”)
subject to acceptance by the Recipient.
 
 A.
    Grant
      Date:**DATE.**
 
 B.
    Plan:
      (under which Restricted Stock Grant is granted): Theragenics Corporation
      2000 Stock Incentive Plan.
 
 C.
    Restricted
      Shares:**Number**shares of the Company’s common stock (“Common Stock”), subject to
      adjustment as provided in the attached Terms and
    Conditions.
 
 D.
    Vesting
      Schedule: The Restricted Shares shall become vested upon completing one
      year of service as described in the following sentence. The Recipient
      shall receive credit for a year of service as of the first anniversary of
      the Date of Grant, provided that the Recipient remains at all times either
      a non-employee director or an employee of the Company through that date.
      Any portion of the Restricted Shares that are not Vested Restricted Shares
      at the time that the Recipient ceases to be a non-employee director or
      employee of the Company shall be forfeited to the Company. The Restricted
      Shares which have become vested pursuant to the Vesting Schedule are
      herein referred to as the “Vested Restricted
Shares.”
 
 IN
WITNESS WHEREOF, the Company and the Recipient have executed this Award as of
the Grant Date set forth above.
  THERAGENICS
      CORPORATIONBy:______________________________________Title:_____________________________________RECIPIENT_________________________________________
      [Signature]
 
 
   
   **TERMS
AND CONDITIONS TO THE**
 **RESTRICTED
STOCK AGREEMENT**
 **PURSUANT
TO THE THERAGENICS CORPORATION**
 **2000
STOCK INCENTIVE PLAN**
 
 1.  Restricted
Shares Held by the Share Custodian . The
Recipient hereby authorizes and directs the Company to deliver any share
certificate issued by the Company to evidence Restricted Shares to the Share
Custodian to be held by the Share Custodian until the Restricted Shares become
Vested Restricted Shares in accordance with the Vesting Schedule. When the
Restricted Shares become Vested Restricted Shares, the Share Custodian shall
deliver the Restricted Shares to the Recipient. In the event that the Recipient
forfeits any of the Restricted Shares, and the number of Vested Restricted
Shares includes a fraction of a share, the Share Custodian shall not be required
to deliver the fractional share, and the Company may pay the Recipient the
amount determined by the Company to be the estimated fair market value therefor.
The Recipient hereby irrevocably appoints the Share Custodian, and any successor
thereto, as the true and lawful attorney-in-fact of the Recipient with full
power and authority to execute any stock transfer power or other instrument
necessary to transfer the Restricted Shares to the Company in accordance with
this Award, in the name, place, and stead of the Recipient. The term of such
appointment shall commence on the date of the Restricted Stock Grant and shall
continue until the Restricted Shares are delivered to the Recipient as provided
above. During the period that the Share Custodian holds the shares of Common
Stock subject to this Section 1, the Recipient shall be entitled to all rights
applicable to shares of Common Stock not so held, except as provided in Section
2 hereof. In the event the number of shares of Common Stock is increased or
reduced by a change in the par value, split-up, stock split, reverse stock
split, reclassification, merger, reorganization, consolidation, or otherwise,
the Recipient agrees that any certificate representing shares of Common Stock or
other securities of the Company issued as a result of any of the foregoing shall
be delivered to the Share Custodian and shall be subject to all of the
provisions of this Award as if initially granted thereunder. To effect the
provisions of this Section, the Director shall complete an irrevocable stock
power in favor of the Share Custodian in the form attached hereto as Exhibit
A .
 
 2.  Dividends . The Recipient
shall be entitled to dividends paid on all Restricted Shares which are at the
date of dividend declaration Vested Restricted Shares or which subsequent to the
dividend declaration date become Vested Restricted Shares. The Recipient shall
not be entitled to receive dividends paid on Restricted Shares which are
subsequently forfeited. Dividends paid on Restricted Shares will be held by the
Company and transferred to the Recipient, without interest, on such date as the
Restricted Shares become Vested Restricted Shares.
 
 3.  Withholding . To the
extent required by law, the Company shall have the right to require the
Recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirement, if any, upon the earlier of the
vesting of the Restricted Shares or the effective date of an election pursuant
to Section 83(b) of the Internal Revenue Code with respect to such Restricted
Shares. The Recipient must pay the withholding tax (i) in cash;
 
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  (ii) by
certified check; or (iii) by tendering shares of Common Stock which have been
owned by the Recipient for at least six (6) months prior to the date of exercise
having a Fair Market Value equal to the withholding obligation.
 
 4.  Restrictions
on Transfer of Restricted Shares . Except
for the transfer of any Restricted Shares by bequest or inheritance, the
Recipient shall not have the right to make or permit to exist any transfer or
hypothecation, whether outright or as security, with or without consideration,
voluntary or involuntary, of all or any part of any right, title or interest in
or to any unvested Restricted Shares. Any such disposition not made in
accordance with this Award shall be deemed null and void. Any permitted
transferee under this Section shall be bound by the terms of this
Award.
 
 5.  Additional
Restrictions on Transfer .
 
 In
addition to any legends required under applicable securities laws or otherwise
determined by the Company to be appropriate, the certificates representing the
unvested Restricted Shares shall be endorsed with the following legend and the
Recipient shall not make any transfer of the unvested Restricted Shares without
first complying with the restrictions on transfer described in such
legend:
 
 TRANSFER
IS RESTRICTED
  THE
SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER
AND FOREITURE PROVISIONS WHICH ALSO APPLY TO THE TRANSFEREE AS SET FORTH IN A
RESTRICTED STOCK AGREEMENT DATED **DATE**, A COPY OF WHICH IS
AVAILABLE FROM THE COMPANY.
 
 6.  Change in
Capitalization .
 
 (a) The
number and kind of Restricted Shares 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 is effected without receipt of consideration by the Company. No
fractional shares shall be issued in making such adjustment.
  (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 with respect to the Restricted Shares 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 Award, substituting cash, other
securities, or other property to replace the Award, or
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 removing
      of restrictions on Restricted Shares. All determinations and adjustments
      made by the Committee pursuant to this Subsection will be final and
      binding on the Recipient. Any action taken by the Committee need not treat
      all recipients of awards under the Plan
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 one hundred percent (100%) vested, notwithstanding the vesting schedule
on the cover page of this Award.
 
 (d)  The
existence of the Plan and the Restricted Stock Grant shall not affect 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 part
of its business or assets, or any other corporate act or
proceeding.
 
 7.  Governing
Laws . This
Award shall be construed, administered and enforced according to the laws of the
State of Georgia; provided, however, no Restricted Shares shall be issued
except, in the reasonable judgment of the Committee, in compliance with
exemptions under applicable state securities laws of the state in which
Recipient resides, and/or any other applicable securities laws.
 
 8.  Successors . This
Award shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors, and permitted assigns of the parties.
 
 9.  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.
 
 10.  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.
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 11.  Entire
Agreement . Subject
to the terms and conditions of the Plan, this Award expresses the entire
understanding and agreement of the parties with respect to the subject matter.
 
 12.  Headings
and Capitalized Terms .
Paragraph headings used herein are for convenience of reference only and shall
not be considered in construing this Award. Capitalized
terms used, but not defined, in this Award shall be given the meaning ascribed
to them in the Plan.
 
 13.  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.
 
 14.  No
Right to Continued Retention . Neither
the establishment of the Plan nor the award of Restricted Shares hereunder shall
be construed as giving Recipient the right to continued service with the Company
or an Affiliate.
 
 
 
 
 
 
 
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   **EXHIBIT
A**
 
 
 **IRREVOCABLE
STOCK POWER**
 
 
 The
undersigned hereby assigns and transfers to Theragenics Corporation (the
“Company”), **Number** shares of
the Common Stock, $.01 par value, of the Company registered in the name of the
undersigned on the stock transfer records of the Company and represented by
Stock Certificate No. ____________________ of the Company; and the undersigned
does hereby irrevocably constitute and appoint Lynn Rogers, his
attorney-in-fact, to transfer the aforesaid shares on the books of the Company,
with full power of substitution; and the undersigned does hereby ratify and
confirm all that said attorney-in-fact lawfully shall do by virtue
hereof.
  
 Date:________________________________________
    Signed:________________________________________Print
      Name:_____________________________________IN
      THE PRESENCE OF:____________________________________________
      (Print
      Name)____________________________________________
      (Signature)