Form of NOVT director and officer undertaking letter



 Form of Exhibit A 
 Exhibit 10.2 
 UNDERTAKING LETTERS 
 [Name and Address of Applicable NOVT Party] 
 March 16, 2006 
 NOVT Corporation 
 4350 International Boulevard 
 Norcross, Georgia 30093 
 The “Steel Parties” (as defined herein)

 c/o Warren Lichtenstein 
 Steel Partners II, L.P. 

150 East 52nd Street, 21st Floor 
 New York, New York 10022 
  

	 	Re:	Settlement Agreement dated March 16, 2006 

 Ladies and Gentlemen: 
 This letter (the “NOVT Party Undertaking Letter”) is furnished to you in
connection with that certain Settlement Agreement, dated as of March 16, 2006 (the “Settlement Agreement”), by and among NOVT Corporation, a Florida corporation (“NOVT”), Steel Partners II, L.P., a Delaware limited
partnership (“Steel”), J.L. Howard, Inc., a New York corporation, (“Howard Inc.”), Steel Partners, L.L.C., a Delaware limited liability company (“Steel LLC”), Warren G. Lichtenstein
(“Lichtenstein”), Jack L. Howard (“Howard”), John Quicke (“Quicke”), James Henderson (“Henderson”), Joshua Schechter (“Schechter”), Harvey J. Bazaar (“Bazaar”), Leonard Toboroff
(“Toboroff”) and “The Novoste Full Value Committee” (the “Steel Committee”) (collectively, Steel, Howard Inc., Steel LLC, Messrs. Lichtenstein, Howard, Quicke, Henderson, Schechter, Bazaar, Toboroff and
the Steel Committee are referred to herein as the “Steel Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Settlement Agreement. The undersigned is one of the NOVT Parties. 

The undersigned hereby represents, warrants and agrees that [he / she] has capacity to execute, deliver and perform this NOVT Party Undertaking
Letter, and consummate the matters contemplated hereby; this NOVT Party Undertaking Letter constitutes a valid, legal and binding obligation of the undersigned, enforceable against [him / her] in accordance with its terms. 
 [[Note: Resigning directors only] The undersigned hereby resigns as a member of the Board of Directors effective as of the Effective Date.]

 In consideration of the undersigned’s status as a third-party beneficiary of certain agreements contained in the Settlement
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, 







 intending to be legally bound, hereby: (i) grants, on behalf of [himself / herself] and [his / her] heirs, executors
and administrators, the release the set forth in Section 4.1 of the Settlement Agreement; (ii) agrees to be bound by, and subject to, the obligations and provisions of Sections 6.1, 6.2 and 9 of the Settlement Agreement;
(iii) [[Note: Officers only] agrees that, subject to and upon payment by NOVT of all amounts owed to the undersigned in accordance with Section 8.1 of the Settlement Agreement, he will provide NOVT with a written
acknowledgement that all amounts owed to him in connection with his past employment by and executive service to NOVT have been paid in full and (iv)] agrees that the address set forth below shall be used for purposes of the notice provisions of
Section 9.6 of the Settlement Agreement: 
  

			
	 Address:
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		  	                                  Sincerely yours,
		
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