ex10-1.htm


    
      

    

    EXHIBIT
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (the "Agreement") is dated as of August 21, 2007 between
      Galt Medical Corp., a Texas corporation (the "Company") and Michael Lang
      (the

    "Employee").

    


    INTRODUCTION

    


    The
      Company and the Employee desire to enter into an employment agreement embodying
      the terms and conditions of the Employee's employment.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    1.           Definitions

    


    (a)           "Affiliate"
      means any person, firm, corporation, partnership, association or entity that,
      directly or indirectly or through one or more intermediaries, controls, is
      controlled by or is under common control with the Company. For these purposes,
      "control" shall mean the direct or indirect ownership of equity securities
      of
      the applicable entity possessing the right to more than fifty percent (50%)
      of
      the combined ordinary voting power of the outstanding voting equity securities
      of such entity.

    


    (b)           "Applicable
      Period" means the period of the Employee's employment hereunder and for one
      (1) year after termination of employment.

    


    (c)           "Area"
      means the United States.

    


    (d)           "Board
      of Directors" means the Board of Directors of Theragenics
      Corporation.

    


    (e)           "Business
      of the Company" means any business that involves the manufacture,
      production, sale, marketing, promotion, exploitation, development and
      distribution of wound closure medical devices (including but not limited to
      sutures, cassettes, and glues), cardiac pacing cables, brachytherapy needles,
      brachytherapy seed spacers, brachytherapy sleeves, palladium-l03, temporary
      or
      permanently implantable devices for use in the treatment of cancer, restenosis
      or macular degeneration, the manufacture, sale, and distribution of vascular
      access devices, or other medical products manufactured or sold by the Company
      or
      any of its Affiliates, but only to the extent that such devices and products
      are
      the same as or similar to a product manufactured, produced, sold, marketed,
      promoted, exploited, developed or distributed by the Company or any of its
      Affiliates at any time during the period of the Employee's employment under
      this
      Agreement, or is in an active state of development by the Company or any of
      its
      Affiliates as evidenced by establishment of a design history file at any time
      during the period of the Employee's employment under this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (f)           "Cause"
      means the occurrence of any of the following events: (i) willful and continued
      failure (other than such failure resulting from the Employee's incapacity during
      physical or mental illness) by the Employee to substantially perform the
      Employee's duties with the Company or an Affiliate; (ii) conduct by the Employee
      that amounts to willful misconduct or gross negligence; (iii) any act by the
      Employee of fraud, misappropriation, dishonesty, embezzlement or similar conduct
      against the Company or an Affiliate; (iv) commission by the Employee of a felony
      or any other crime involving dishonesty; (v) illegal use by the Employee of
      alcohol or drugs; or (vi) a material breach of the Agreement by the
      Employee.

    


    (g)           "Change
      in Control" means

    


    (1)           the
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
      Rule 13d­3 promulgated under the Exchange Act) of voting securities of
      Theragenics Corporation where such acquisition causes such person to own
      thirty-five percent (35%) or more of the combined voting power of the then
      outstanding voting securities of Theragenics Corporation entitled to vote
      generally in the election of directors (the "Outstanding Voting Securities");
      provided, however, that for purposes of this Subsection (1), the following
      acquisitions shall not be deemed to result in a Change of Control: (i) any
      acquisition directly from Theragenics Corporation, (ii) any acquisition by
      Theragenics Corporation, (iii) any acquisition by any employee benefit plan
      (or
      related trust) sponsored or maintained by Theragenics Corporation or any
      corporation controlled by Theragenics Corporation or (iv) any acquisition by
      any
      corporation pursuant to a transaction that complies with clauses (i), (ii)
      and
      (iii) of Subsection (3) below; and provided, further, that if any Person's
      beneficial ownership of the Outstanding Voting Securities reaches or exceeds
      thirty-five percent (35%) as a result of a transaction described in clause
      (i)
      or (ii) above, and such Person subsequently acquires beneficial ownership of
      additional voting securities of Theragenics Corporation, such subsequent
      acquisition shall be treated as an acquisition that causes such Person to own
      thirty-five percent (35%) or more of the Outstanding Voting Securities;
      or

    


    (2)           individuals
      who as of the date hereof, constitute the Board of Directors (the "Incumbent
      Board") cease for any reason to constitute at least a majority of the Board
      of
      Directors; provided, however, that any individual becoming a director subsequent
      to the date hereof whose election, or nomination for election by the
      shareholders of Theragenics Corporation, was approved by a vote of at least
      two-thirds of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but
      excluding, for this purpose, any such individual whose initial assumption of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board of Directors; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (3)           the
      approval by the shareholders of Theragenics Corporation of a reorganization,
      merger or consolidation or sale or other disposition of all or substantially
      all
      of the assets of Theragenics Corporation ("Business Combination") or, if
      consummation of such Business Combination is subject, at the time of such
      approval by shareholders, to the consent of any government or governmental
      agency, the obtaining of such consent (either explicitly or implicitly by
      consummation); excluding, however, such a Business Combination pursuant to
      which
      (i) all or substantially all of the individuals and entities who were the
      beneficial owners of the Outstanding Voting Securities immediately prior to
      such
      Business Combination beneficially own, directly or indirectly, more than 60%
      of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation that as a result of such transaction owns Theragenics Corporation
      or
      all or substantially all of Theragenics Corporation's assets either directly
      or
      through one or more subsidiaries) in substantially the same proportions as
      their
      ownership, immediately prior to such Business Combination of the Outstanding
      Voting Securities, (ii) no Person (excluding any employee benefit plan (or
      related trust) of Theragenics Corporation or such corporation resulting from
      such Business Combination) beneficially owns, directly or indirectly,
      thirty-five percent (35%) or more of, respectively, the then outstanding shares
      of common stock of the corporation resulting from such Business Combination
      or
      the combined voting power of the then outstanding voting securities of such
      corporation except to the extent that such ownership existed prior to the
      Business Combination and (iii) at least a majority of the members of the board
      of directors of the corporation resulting from such Business Combination were
      members of the Incumbent Board at the time of the execution of the initial
      agreement, or of the action of the Board, providing for such Business
      Combination; or

    


    (4)           approval
      by the shareholders of Theragenics Corporation of a complete liquidation or
      dissolution of Theragenics Corporation.

    


    Notwithstanding
      the foregoing, no Change of Control shall be deemed to have occurred for
      purposes of this Agreement by reason of any actions or events in which the
      Employee participates in a capacity other than in the Employee's capacity as
      an
      employee.

    


    


    (h)           "Company
      Invention" means any Invention which is conceived by the Employee
alone
      or
      in a joint effort with others during the period of the Employee's employment
      hereunder or prior thereto while an employee of or consultant to the Company
      or
      an Affiliate which (i) may be reasonably expected to be used in a product of
      the
      Company or an Affiliate, or a product similar to a product of the Company or
      an
      Affiliate, (ii) results from work that the Employee has been assigned as part
      of
      the Employee's duties as an employee of or consultant to the Company or an
      Affiliate, (iii) is in an area of technology which is the same or substantially
      related to the areas of technology with which the Employee is involved in the
      performance of the Employee's duties as an employee of the Company or an
      Affiliate, or (iv) is useful, or which the Employee reasonably
      expects may be useful, in any manufacturing or product design process of the
      Company or an Affiliate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    i)           "Competing
      Business" means any person, firm, corporation, joint venture or other
      business entity which is engaged in the Business of the Company (or any aspect
      thereof) within the Area.

    


    (j)           "Confidential
      Information" means data and information relating to the business of
the
      Company or an Affiliate which is or has been disclosed to the Employee or of
      which the Employee became aware as a consequence of or through the Employee's
      relationship to the Company or an Affiliate and which has value to the Company
      or an Affiliate and is not generally known to its competitors. Confidential
      Information shall not include any data or information that has been voluntarily
      disclosed to the public by the Company or an Affiliate (except where such public
      disclosure has been made by the Employee without authorization) or that has
      been
      independently developed and disclosed by others, or that otherwise enters the
      public domain through lawful means.

    


    (k)           "Disability"
      means the inability of the Employee to perform any of the Employee's duties
      hereunder due to a physical, mental, or emotional impairment, as determined
      by
      an independent qualified physician (who may be engaged by the Company), for
      a
      ninety (90) consecutive day period or for an aggregate of one hundred eighty
      (180) days during any three hundred sixty-five (365) day period.

    


    (l)           "Good
      Reason" means the occurrence of any of the following events which is not
      corrected by the Company within thirty (30) days after the Employee's written
      notice to the Company of the same: (i) the nature of the Employee's duties
      or
      the scope of the Employee's responsibilities are materially modified, without
      the Employee's consent, to duties or responsibilities that are consistent with
      a
      lower level position in the Company, (ii) the Employee is required to report,
      without the Employee's consent, to a supervisor in a different and lower level
      position than is set forth in Section 2(a) in the Company, (iii) the Company
      changes the location of the Employee's place of employment, without the
      Employee's consent, to more than fifty (50) miles from its present location,
      (iv) a material breach of this Agreement by the Company; provided that with
      respect to any of the foregoing events, the Employee gives the Company notice
      of
      the event within thirty (30) days of the date of the event and provided the
      Employee resigns effective upon not less than fourteen (14) days, and not more
      than thirty (30) days notice to the Company after the expiration of the
      Company's thirty (30) day cure period.

    


    (m)           "Invention"
      means any discovery, whether or not patentable, including, but not limited
      to,
      any useful process, method, formula, technique, machine, manufacture,
      composition of matter, algorithm or computer program, as well as improvements
      thereto, which is new or which the Employee has a reasonable basis to believe
      may be new.

    


    (n)           "Termination
      Date" means the date which corresponds to the first to occur of (i) the
      death or Disability of the Employee, (ii) the last day of the Term as provided
      in Section 4(a) below or (iii) the date set forth in a notice given pursuant
      to
      Section 4(b) below.

    


    (o)           "Trade
      Secrets" means information including, but not limited to, technical or
      nontechnical data, formulas, patterns, compilations, programs, devices, methods,
      techniques, drawings, processes, financial data, financial plans, product plans
      or lists of actual or potential customers or suppliers which (i) derives
      economic value, actual or potential, from not being generally known to, and
      not
      being readily ascertainable by proper means by, other persons who can obtain
      economic value from its disclosure or use, and (ii) is the subject of efforts
      that are reasonable under the circumstances to maintain its
      secrecy.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (p)           "Work"
      means a copyrightable work of authorship, including without limitation, any
      technical descriptions for products, user's guides, illustrations, advertising
      materials, computer programs (including the contents of read only memories)
      and
      any contribution to such materials.

    


    2.           Terms
      and Conditions of Employment.

    


    (a)           Employment.
      The Company hereby employs the Employee as its President of Galt Medical
      Corp. and the Employee accepts such employment with the Company in such capacity
      and agrees to serve as President of Galt Medical Corp. as long as the Employee
      is appointed to such position, subject to the terms and conditions hereof.
      The
      Employee shall report to the Chairman and the Board of Directors of the Company
      and shall have such authority and responsibilities not inconsistent with the
      Employee's position as shall reasonably be assigned to the Employee from time
      to
      time.

    


    (b)           Exclusivity.
      Throughout the Employee's employment hereunder, the Employee shall devote
      substantially all the Employee's time, energy and skill during regular business
      hours to the performance of the duties of the Employee's employment (vacations
      and reasonable absences due to illness excepted), shall faithfully and
      industriously perform such duties, and shall diligently follow and implement
      all
      management policies and decisions of the Company.

    


    3.           Compensation.

    


    (a)           Base
      Salary. In consideration for the Employee's services hereunder, the Company
      shall pay to the Employee an annual base salary in the amount of $205,000.
      The
      Employee's annual base salary shall be reviewed at least annually by the
      Compensation Committee of the Board of Directors of Theragenics Corporation
      (the
“Compensation Committee”) and the Board of Directors of Theragenics Corporation
      or the Compensation Committee may approve an increase in the Employee's annual
      base salary from time to time. The Company shall pay annual base salary in
      accordance with the normal payroll payment practices of the Company and subject
      to such deductions and withholdings as law or policies of the Company, from
      time
      to time in effect, require.

    


    (b)           Short-Term
      Incentive Plan. Beginning as of January 1, 2008 but as determined in
      February, 2008 by the Compensation Committee, the Employee shall be entitled
      to
      participate in short-term incentive plans or programs applicable generally
      to
      similarly situated management employees of the Company, subject to the terms
      of
      the plan or program and the conditions established by the Compensation Committee
      or the Board of Directors of Theragenics Corporation, and subject to the
      Company's or Theragenics Corporation's right to amend or terminate the plan
      or
      program at any time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (c)           Stock
      Based Compensation. Stock options or other stock-based compensation will be
      awarded to the Employee at the discretion of the Compensation Committee or
      the
      Board of Directors of Theragenics Corporation, and pursuant to the stock
      incentive plan, of the Company or Theragenics Corporation.

    


    (d)           Vacation.
      The Employee shall be entitled to vacation in accordance with Company policy,
      but in no event will the Employee be entitled to more than four (4) weeks of
      vacation per year. Vacation shall be taken at times mutually convenient to
      the
      Company and the Employee.

    


    (e)           Memberships.
      The Company will reimburse the Employee for one professional membership
      which has a business related purpose and is approved by the
      Company.

    


    (f)           Licenses.
      The Company will reimburse the Employee for the costs associated with keeping
      in
      full force the professional licenses the Employee possessed prior to the date
      of
      this Agreement, provided that the licenses have a business-related purpose.
      This
      benefit shall include reimbursement for costs associated with up to two (2)
      trips per year to attend professional meetings necessary for maintaining the
      licenses and credentials.

    


    (g)           Financial,
      Tax and Estate Planning. The Company will reimburse the Employee for the
      cost of personal financial, tax, and estate planning and services in an amount
      not to exceed $1,000 per year.

    


    (h)           Annual
      Physical. The Company will pay the expenses associated with an annual
      physical examination for the Employee for each year during the
      Term.

    


    (i)           Life
      Insurance. During the term of this Agreement, the Company will provide the
      Employee with term life insurance coverage in accordance with its group term
      life insurance program. Subject to the availability of supplemental coverage
      under the terms of the Company's program, the Company will reimburse the
      Employee for the Employee's cost of premiums under its group term life insurance
      program for additional optional coverage up to the lesser of an additional
      $200,000 death benefit or an aggregate death benefit up to
      $450,000.

    


    (j)           Expenses.
      The Employee shall be entitled to be reimbursed in accordance with the policies
      of the Company, as adopted and amended from time to time, for all reasonable
      and
      necessary expenses incurred by the Employee in connection with the performance
      of the Employee's duties of employment hereunder; provided, however, the
      Employee shall, as a condition of such reimbursement, submit verification of
      the
      nature and amount of such expenses in accordance with the reimbursement policies
      from time to time adopted by the Company.

    


    (k)           Benefits.
      In addition to the benefits payable to the Employee specifically described
      herein, the Employee shall be entitled to such benefits as generally may be
      made
      available to all similarly situated management employees of the Company from
      time to time; provided, however, that nothing contained herein shall require
      the
      establishment or continuation of any particular plan or program.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Term.
      Termination and Termination Payments.

    


    (a)           Term.   The
      term of this Agreement (the "Term") shall commence as of the date of this
      Agreement  (the "Commencement Date") and shall expire on the second
      (2nd) anniversary of the Commencement Date, with automatic extensions for
      successive additional one-year terms, as provided herein. Ninety (90) days
      before the second (2nd) anniversary of the Commencement Date and ninety (90)
      days before each subsequent anniversary of the Commencement Date, the Agreement
      is extended for an additional one year period unless either party gives prior
      notice of termination. In the event prior notice of termination is given, this
      Agreement shall terminate at the end of the remaining Term then in
      effect.

    


    (b)           Termination.   The
      Employee's employment by the Company hereunder may only be terminated before
      expiration of the Term (i) by mutual agreement of the Employee and the Company;
      (ii) by the Employee with Good Reason; (iii) by the Employee without Good Reason
      upon not less than thirty (30) days written prior notice to the Company; (iv)
      by
      the Company without Cause; (v) by the Company for Cause; or (vi) by the Company
      or the Employee due to the Disability of the Employee. This Agreement shall
      also
      terminate immediately upon the death of the Employee. Notice of termination
      by
      either the Company or the Employee shall be given in writing and shall specify
      the basis for termination and the effective date of termination.

    


    (c)           Effect
      of Termination.   Upon termination of the Employee's
      employment hereunder, the Company and its Affiliates shall have no further
      obligation to the Employee or the Employee's estate with respect to this
      Agreement, except for payment of salary and bonus amounts, if any, accrued
      pursuant to Section 3(a) or 3(b) hereof and unpaid at the Termination Date,
      and
      termination payments, if any, set forth in Section 4(e) or 4(f) hereof, as
      applicable, subject to the provisions of Section 11 hereof. Neither Section
      4(e)
      nor 4(f) applies to a Termination due to the Employee's Disability or death.
      Nothing contained herein shall limit or impinge any other rights or remedies
      of
      the Company, its Affiliates or the Employee under any other agreement or plan
      to
      which the Employee is a party or of which the Employee is a
      beneficiary.

    


    (d)           Survival.  The
      covenants of the Employee in Sections 5, 6, 7, 8 and 9 hereof shall survive
      the
      termination of the Employee's employment hereunder and shall not be extinguished
      thereby.

    


    (e)           Certain
      Terminations not in Connection with a Change in Control.  If
      either the Company terminates the Employee's employment without Cause or the
      Employee terminates the Employee's employment for Good Reason, and in either
      event a Change in Control has not occurred within the one year preceding the
      termination of employment and does not occur within ninety (90) days after
      the
      termination of employment, the Company shall be obligated to continue to pay
      the
      Employee the Employee's annual base salary at the time of termination of
      employment for one (1) year after termination of employment. Payments made
      under
      this Section 4(e) shall be paid as a salary continuation on the same schedule
      that applied while the Employee was employed, provided, however, that no payment
      hereunder shall be paid until sixty (60) days after the Employee's termination
      of employment, at which time the Employee shall be paid
      a
      lump sum equal to the payments accumulated to such date, and thereafter payment
      of the unpaid balance shall continue on what would have otherwise been the
      original payment schedule for such unpaid balance. Notwithstanding the
      foregoing, if the payment of severance hereunder would fail to meet the
      requirements of Section 409A(a)(l) of the Internal Revenue Code because the
      Employee is a "specified employee" (within the meaning of Section 409A of the
      Internal Revenue Code), no payment hereunder shall be made until six months
      after the Employee's termination of employment, at which time the Employee
      shall
      be paid a lump sum equal to what would otherwise have been the first six months'
      of such payments, and thereafter payment of the unpaid balance shall continue
      on
      what would otherwise have been the original payment schedule for such unpaid
      balance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)           Certain
      Terminations in Connection with a Change in Control.  If, within
      ninety (90) days preceding or within one year following a Change in Control,
      either the Company terminates the Employee's employment without Cause or the
      Employee terminates the Employee's employment for Good Reason, the Company
      shall
      be obligated to pay the Employee an amount equal to whichever of the following
      results in the Employee receiving a larger after­ tax amount: (i) one (1)
      times the Employee's annual base salary at the time of termination of employment
      or (ii) if less than one (1) times the Employee's annual base salary at the
      time
      of termination of employment, then the largest amount that could be paid to
      the
      Employee, which will not result in a nondeductible "parachute payment" under
      Section 280G of the Internal Revenue Code. Payments made under this Section
      4(f)
      shall be paid as a salary continuation on the same schedule that applied while
      the Employee was employed, provided, however, that no payment hereunder shall
      be
      paid until sixty (60) days after the Employee's termination of employment,
      at
      which time the Employee shall be paid a lump sum equal to the payments
      accumulated to such date, and thereafter payment of the unpaid balance shall
      continue on what would have otherwise been the original payment schedule for
      such unpaid balance. Notwithstanding the foregoing, if the payment of severance
      hereunder would fail to meet the requirements of Section 409A(a)(l) of the
      Internal Revenue Code because the Employee is a "specified employee" (within
      the
      meaning of Section 409A of the Internal Revenue Code), no payment hereunder
      shall be made until six months after the Employee's termination of employment,
      at which time the Employee shall be paid a lump sum equal to what would
      otherwise have been the first six months' of such payments, and thereafter
      payment of the unpaid balance shall continue on what would otherwise have been
      the original payment schedule for such unpaid balance.

    


    (g)           Notwithstanding
      any other provision hereof, the Company's obligation to pay the severance
      benefit set forth in Section 4(e) or 4(f), if applicable, will be contingent
      upon the Employee executing and providing to the Company (and not revoking
      within the revocation period, if any, provided pursuant to the applicable
      release agreement) the form of release agreement attached hereto as Exhibit
      A, Exhibit B, or Exhibit C, whichever is determined by the
      Company to be appropriate. The Employee shall execute the release within such
      period as is provided for in the applicable release agreement, following the
      Company's provision of such release agreement to the Employee in connection
      with
      the Employee's termination of employment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.           Agreement
      Not to Compete and Not to Solicit Customers.

    


    (a)           Agreement
      Not to Compete. The Employee agrees that commencing on the Commencement Date
      and continuing through the Applicable Period, the Employee will not (except
      on
      behalf of or with the prior written consent of the Company, which consent may
      be
      withheld in Company's sole discretion), within the Area, either directly or
      indirectly, on the Employee's own behalf, or in the service of or on behalf
      of
      others, provide services of a similar type or nature as the Employee performs
      for the Company to any Competing Business. For purposes of this Section 5,
      the
      Employee acknowledges and agrees that the Business of the Company is conducted
      in the Area.

    


    (b)           Agreement
      Not to Solicit Customers. The Employee further agrees that beginning on the
      Commencement Date and throughout the Applicable Period within the Area, the
      Employee will not, directly or indirectly, on the Employee's own behalf, or
      on
      behalf of any third party, entity or business, divert, solicit, or attempt
      to
      divert or solicit to a Competing Business for the purpose of providing products
      or services in competition with the Business of the Company to any individual
      or
      entity (a) who is a Customer at any time during the last twelve (12)-month
      period of the Employee's employment with the Company, or who was within such
      period a Prospective Customer, and (b) in either case, with whom the Employee
      had material contact on the Company's or an Affiliate's behalf. For purposes
      of
      this Agreement, "material contact" exists between the Employee and each Customer
      or actively sought Prospective Customer (i) with whom the Employee dealt on
      behalf of Company or an Affiliate; (ii) whose dealings with Company or an
      Affiliate were coordinated or supervised by the Employee; or (iii) about whom
      the Employee obtained Confidential Information in the course of the Employee's
      providing services to Company or an Affiliate. For purposes of this Agreement,
      "Customer" means any individual or entity from whom the Company or an Affiliate
      has solicited sales or provided targeted marketing or other services, and a
      "Prospective Customer" means any individual or entity the Company or an
      Affiliate has identified as a potential Customer as part of any long-term or
      strategic plan.

    


    6.           Agreement
      Not to Solicit Employees.

    


    The
      Employee agrees that commencing on the Commencement Date and continuing through
      the Applicable Period, the Employee will not, either directly or indirectly,
      on
      the Employee's own behalf or in the service of or on behalf of others, solicit,
      divert or hire, or attempt to solicit, divert or hire, to any Competing Business
      in the Area any person employed by the Company or an Affiliate with whom the
      Employee has had material contact during the Employee's employment, whether
      or
      not such employee is a full-time employee or a temporary employee of the Company
      or an Affiliate and whether or not such employment is pursuant to written
      agreement and whether or not such employment is for a determined period or
      is at
      will.

    


    


    7.           Ownership
      and Protection of Proprietary Information.

    


    (a)           Confidentiality.
      All Confidential Information and Trade Secrets and all physical embodiments
      thereof received or developed by the Employee while employed by the Company
      are
      confidential to and are and will remain the sole and exclusive property of
      the
      Company. Except to the extent necessary to perform the duties assigned to the
      Employee by the Company, the Employee will hold such Confidential Information
      and Trade Secrets in trust and strictest confidence, and will not use,
      reproduce, distribute, disclose or otherwise disseminate the Confidential
      Information and Trade Secrets or any physical embodiments thereof and may in
      no
      event take any action causing or fail to take the action necessary in order
      to
      prevent, any Confidential Information and Trade Secrets disclosed to or
      developed by the Employee to lose its character or cease to qualify as
      Confidential Information or Trade Secrets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Return
      of Company Property. Upon request by the Company, and in any event upon
      termination of the employment of the Employee with the Company for any reason,
      as a prior condition to receiving any final compensation hereunder (including
      payments pursuant to Section 4(e) or 4(f) hereof), the Employee will promptly
      deliver to the Company all property belonging to the Company, including, without
      limitation, all Confidential Information and Trade Secrets (and all embodiments
      thereof) then in the Employee's custody, control or possession.

    


    (c)           Survival.
      The covenants of confidentiality set forth herein will apply on and after
      the date hereof to any Confidential Information and Trade Secrets disclosed
      by
      the Company or developed by the Employee prior to or after the date hereof.
      The
      covenants restricting the use of Confidential Information will continue and
      be
      maintained by the Employee for a period of two (2) years following the
      termination of this Agreement. The covenants restricting the use of Trade
      Secrets will continue and be maintained by the Employee following termination
      of
      this Agreement for so long as permitted by the Georgia Trade Secrets Act of
      1990, a.c.G.A. § 10-1­760, et seq. and as amended
      hereafter.

    


    8.           Inventions.

    


    (a)           Company
      Inventions. The Employee agrees that all Company Inventions conceived or
      first reduced to practice by the Employee during the Term or prior to the Term
      while an employee of or consultant of the Company, and all patent rights and
      copyrights to such Company Inventions shall become and remain the property
      of
      the Company, and the Employee hereby irrevocably and unconditionally sells,
      transfers, conveys, assigns and delivers to Company (a) Employee's entire
      worldwide right, title and interest in and to the Company Inventions, any
      continuations, continuations-in-part, divisionals, reissues, re-exams, or
      extensions thereof; together with the right to sue for and recover and retain
      damages with respect to past infringements of the Company Inventions by third
      parties, both foreign and domestic, the same to be held and enjoyed by Company
      for the Company's own use and enjoyment, and for the use and enjoyment of its
      successors, assigns or other legal representatives as fully and entirely as
      the
      same would have been held and enjoyed by Employee if this assignment had not
      been made, (b) all applications for industrial property protection, including,
      without limitation, all applications for patents, utility models and designs
      which may heretofore have been filed or may hereafter be filed for said
      inventions in any country, together with the right to file such applications
      and
      the right to claim the same priority rights derived from said patent
      applications under the patent laws of the United States, the International
      Convention for the Protection of Industrial Property, or any international
      agreement or the domestic laws of the country in which any such application
      is
      filed, as may be applicable, and (c) all forms of industrial property
      protection, including, without limitation, patents, utility models and designs
      which may heretofore have been granted or may hereafter be granted for said
      inventions in any country and all extensions, renewals and reissues thereof.
      If
      the Employee conceives an Invention during the Term of this Agreement for which
      there is a reasonable basis to believe that the conceived Invention is a Company
      Invention, the Employee shall promptly provide a written description of the
      conceived Invention to the Company adequate to allow evaluation thereof for
      a
      determination by the Company as to whether the Invention is a Company Invention.
      Notwithstanding the foregoing, the provisions of this Section 8(a) shall not
      apply to any Invention that the Employee may develop without using the Company's
      equipment, supplies, facilities, or trade secret information, except for any
      Inventions that either (i) relate at the time of conception or reduction to
      practice of the Invention to the Business of the Company, or to actual or
      demonstrably anticipated research or development of the Company; or (ii) result
      from any work performed by the Employee for the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b)           Prior
      Inventions. If prior to the Commencement Date the Employee conceived any
      Invention or acquired any ownership interest in any Invention which (i) is
      the
      property of the Employee, or of which the Employee is a joint owner with another
      person or entity, (ii) is not described in any issued patent as of the
      Commencement Date, and (iii) would be a Company Invention if such Invention
      were
      made during the Term of this Agreement, then (A) with respect to any such
      Invention described in Exhibit D attached hereto, the Employee hereby
      agrees that such written description (but no rights to the Invention) is and
      shall remain the property of the Company and (B) with respect to any such
      Invention not described in Exhibit D attached hereto, the Employee hereby
      grants to the Company a nonexclusive, paid up, royalty-free license to use
      and
      practice such Invention, including a license under all patents to issue in
      any
      country which pertain to such Invention.

    


    (c)           Prior
      Patents. The Employee represents to the Company that the Employee owns or
      has rights to no patents or copyrights, individually or jointly with others,
      except those described in Exhibit D attached hereto.

    


    (d)           Patent
      Applications. The Employee agrees that should the Company elect to file an
      application for patent protection, either in the United States or in any foreign
      country, on a Company Invention of which the Employee was an inventor, the
      Employee for the Employee and the Employee's successors, heirs and assigns,
      but
      at Company's expense, shall execute all applications, amended specifications,
      deeds or other instruments, and to do all acts necessary or proper to secure
      the
      grant of Letters Patent in the United States and in all other countries to
      the
      Company, with specifications and claims in such form as shall be approved by
      the
      counsel of the Company and to vest and confirm in Company its successors and
      assigns, the legal title to all such patents. The Employee further agrees to
      cooperate with any attorneys or other persons designated by the Company by
      explaining the nature of any Company Invention for which the Company elects
      to
      file an application for patent protection, reviewing applications and other
      papers and providing any other cooperation reasonably required for orderly
      prosecution of such patent applications; provided, however, that if the Employee
      is required to provide such assistance after the Employee has left employment
      with the Company, the Company shall pay the Employee an hourly rate for the
      Employee's assistance, which shall be determined by converting the Employee's
      annual salary as in effect upon termination of the Employee's employment with
      the Company into an hourly rate of pay. The Company shall be responsible for
      all
      expenses incurred for the preparation and prosecution of all patent applications
      on Company Inventions filed by the Company. Employee agrees, and Employee
      further authorizes and grants a limited power of attorney to the Company or
      its
      designee, to execute on Employee's behalf any documents necessary to evidence
      the assignments granted herein for the United States or any other country
      without further notice to Employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           Copyrights.

    


    (a)           Ownership
      and Assignment. The Employee acknowledges and agrees that any Works created
      by the Employee in the course of the Employee's employment during the Term
      or
      prior to the Term while an employee of or consultant to the Company, are subject
      to the "Work for Hire" provisions contained in Sections 101 and 201 of the
      United States Copyright Law, Title 17 of the United States Code, and that all
      right, title and interest to copyrights in all Works which have been or will
      be
      prepared by the Employee within the scope of the Employee's employment hereunder
      shall be the property of the Company. The Employee further acknowledges and
      agrees that, to the extent the provisions of Title 17 of the United States
      Code
      do not vest in the Company the copyrights to any Works, the Employee hereby
      assigns to the Company all right, title and interest to copyrights which the
      Employee may have in such Works, including the right to sue for and recover
      and
      retain damages with respect to past infringement.

    


    (b)           Registration.
      The Employee agrees to disclose to the Company all Works referred to in the
      immediately preceding paragraph and execute and deliver all applications for
      registration, registrations, and other documents relating to the copyrights
      to
      the Works and provide such additional assistance, as the Company may deem
      necessary and desirable to secure the Company's title to the copyrights in
      the
      Works. The Company shall be responsible for all expenses incurred in connection
      with the registration of all such copyrights.

    


    (c)           Prior
      Works. The Employee claims no ownership rights in any Works, except as
      described in Exhibit D attached hereto.

    


    10.   Contracts
      or Other Agreements with Former Employer or Business.

    


    The
      Employee hereby represents and warrants that the Employee is not subject to
      any
      employment agreement or similar document, except as previously disclosed and
      delivered to the Company, with a former employer or any business with which
      the
      Employee has been associated, which on its face prohibits the Employee during
      a
      period of time which extends through the Commencement Date from any of the
      following: (i) competing with, or in any way participating in a business which
      competes with the Employee's former employer or business; (ii) soliciting
      personnel of such former employer or business to leave such former employer's
      employment or to leave such business; or (iii) soliciting customers of such
      former employer or business on behalf of another business. The Employee hereby
      further represents and warrants that the Employee has not executed any agreement
      with any other party which, on its face, purports to require the Employee to
      assign any Work or any Invention created, conceived or first reduced to practice
      by the Employee during a period of time which extends through the Commencement
      Date except as previously disclosed in writing to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.           Remedies.

    


    (a)           The
      Employee agrees that the covenants and agreements contained in Sections 5,
      6, 7,
      8 and 9 hereof are of the essence of this Agreement; that each of such covenants
      is reasonable and necessary to protect and preserve the interests and properties
      of the Company and the Business of the Company; that the Company is engaged
      in
      and throughout the Area in the Business of the Company; that the Employee has
      access to and knowledge of the Company's business and financial plans; that
      irreparable loss and damage will be suffered by the Company should the Employee
      breach any of such covenants and agreements; that each of such covenants and
      agreements is separate, distinct and severable not only from the other of such
      covenants and agreements but also from the other and remaining provisions of
      this Agreement; that the unenforceability of any such covenant or agreement
      shall not affect the validity or enforceability of any other such covenant
      or
      agreements or any other provision or provisions of this Agreement; and that,
      in
      addition to other remedies available to it, the Company shall be entitled to
      specific performance of this Agreement and to both temporary and permanent
      injunctions to prevent a breach or contemplated breach by the Employee of any
      of
      such covenants or agreements.

    


    (b)           In
      addition to any other rights the Company may have pursuant to this Agreement,
      if
      the
      Employee engages in or provides managerial, supervisory, sales, marketing,
      financial, management information, administrative or consulting services or
      assistance (collectively "Prohibited Services") to, or owns (other than
      ownership of less than five percent (5%) of the outstanding voting securities
      of
      an entity whose voting securities are traded on a national securities exchange
      or quoted on the National Association of Securities Dealers, Inc. Automated
      Quotation System) a beneficial or legal interest in, any Competing Business
      within the Area during the Applicable Period, the Employee will forfeit any
      amounts owed to the Employee under Section 4(e) or 4(f), as applicable, which
      have not been paid to the Employee by the Company and the Employee shall
      immediately repay to the Company all amounts previously paid to the Employee
      pursuant to Section 4(e) or 4(f), as applicable.

    


    12.           No
      Set-Off.

    


    The
      existence of any claim, demand, action or cause of action by the Employee
      against the Company, or any Affiliate, whether predicated upon this Agreement
      or
      otherwise, shall not constitute a defense to the enforcement by the Company
      of
      any of its rights hereunder. The existence of any claim, demand, action or
      cause
      of action by the Company or any Affiliate against the Employee, whether
      predicated upon this Agreement or otherwise, shall not constitute a defense
      to
      the enforcement by the Employee of any of the Employee's rights
      hereunder.

    


    13.           Notice.

    


    All
      notices, requests, demands and other communications required hereunder shall
      be
      in writing and shall be deemed to have been duly given if delivered or if
      mailed, by United States certified or registered mail, prepaid to the party
      to
      which the same is directed at the following addresses (or at such other
      addresses as shall be given in writing by the parties to one
      another):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              If
                to the Company:

            	
              Theragenics
                Corporation

            
	 	
              5203
                Bristol Industrial Way Buford, Georgia 30518

            
	 	
              Attn:
                Chief Financial Officer

            
	 	 
	
              If
                to the Employee:

            	
              The
                most recent address that the Company

            
	 	
              has
                on file for the Employee.

            


    

    


    Notices
      delivered in person shall be effective on the date of delivery. Notices
      delivered by mail as aforesaid shall be effective upon the third calendar day
      subsequent to the postmark date thereof.

    


    14.           Miscellaneous.

    


    (a)           Assignment.
      Neither this Agreement nor any right of the parties hereunder may be
      assigned or delegated by any party hereto without the prior written consent
      of
      the other party.

    


    (b)           Waiver.
      The waiver by the Company of any breach of this Agreement by the Employee shall
      not be effective unless in writing, and no such waiver shall constitute the
      waiver of the same or another breach on a subsequent occasion.

    


    (c)           Arbitration.
      Any controversy or claim arising out of or relating to this Agreement, or the
      breach thereof, shall be adjudicated through binding arbitration before a single
      arbitrator in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association ("AAA") in Atlanta, Georgia, with the Company bearing
      responsibility for the filing costs charged by the AAA for such arbitration.
      However the provisions of this Section will not prevent the Company from
      instituting an action in a court of law under this Agreement for specific
      performance of this Agreement or temporary or permanent injunctive relief as
      provided in Section 11 hereof. The parties hereto agree that the exclusive
      venue
      for any such lawsuit will be Gwinnett County, Georgia and the Employee consents
      to the exercise of personal jurisdiction by the Superior Court of Gwinnett
      County for the purposes of such lawsuit.

    


    Any
      party
      who desires to submit a claim to arbitration in accordance with this Section
      shall file its demand for arbitration with AAA within thirty (30) days of the
      event or incident giving rise to the claim. A copy of said demand shall be
      served on the other party in accordance with the notice provisions in Section
      13
      of this Agreement. The parties agree that they shall attempt in good faith
      to
      select an arbitrator by mutual agreement within twenty (20) days after the
      responding party's receipt of the demand for arbitration. If the parties do
      not
      agree on the selection of an arbitrator within that timeframe, the selection
      shall be made pursuant to the rules from the panels of arbitrators maintained
      by
      the AAA. If the Employee prevails in the dispute, the Company will pay and
      be
      financially responsible for all costs, expenses, reasonable attorneys' fees
      and
      reasonable expenses of the arbitrator incurred by the Employee (or the
      Employee's estate in the event of the Employee's death) in connection with
      the
      dispute. Any award rendered by the arbitrator shall be accompanied by a written
      opinion providing the reasons for the award.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    By
      initialing below, the Company and the Employee indicate their agreement to
      this
      Section 14(c).

    


    By
      the Company:/s/
      BWS          (initials of
      Company representative)

    By
      Employee:     /s/
      ML             
(initials of Employee)

    


    The
      arbitrator's award shall be final and non-appealable. Nothing in this Subsection
      shall prevent the parties from settling any dispute or controversy by mutual
      agreement at any time.

    


    (d)           Applicable
      Law. This Agreement shall be construed and enforced under and in accordance
      with the laws of the State of Georgia.

    


    (e)           Entire
      Agreement. This Agreement embodies the entire agreement of the parties
      hereto relating to the subject matter hereof and supersedes all oral agreements,
      and to the extent inconsistent with the terms hereof, all other written
      agreements.

    


    (f)           Amendment.
      This Agreement may not be modified, amended, supplemented or terminated
      except by a written instrument executed by the parties hereto.

    


    (g)           Severability.
      Each of the covenants and agreements hereinabove contained shall be deemed
      separate, severable and independent covenants, and in the event that any
      covenant shall be declared invalid by any court of competent jurisdiction,
      such
      invalidity shall not in any manner affect or impair the validity or
      enforceability of any other part or provision of such covenant or of any other
      covenant contained herein.

    


    (h)           Captions
      and Section Headings. Except as set forth in Section 1 hereof, captions and
      section headings used herein are for convenience only and are not a part of
      this
      Agreement and shall not be used in construing it.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Company and the Employee have each executed and delivered
      this Agreement as of the date first shown above.

    


    
      	 	
              THE
                COMPANY:

            
	 	 
	 	
              GALT
                MEDICAL CORP.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ Bruce W. Smith

            
	 	 
	 	
              Title:
                Assistant Secretary

            
	 	 
	 	 
	
              ATTEST:

            	 
	 	 
	
              /s/
                Lisa A. Rassel

            	 
	 	 
	
              Title:
                Notary Public

            	 
	 	 
	 	 
	
              (CORPORATE
                SEAL)

            
	 	 
	 	 
	 	
              THE
                EMPLOYEE:

            
	 	 
	 	
              /s/
                Michael Lang

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Employee

    Under
      40

    


    


    EXHIBIT
      A

    


    RELEASE
      AGREEMENT

    


    This
      Release Agreement (this
      "Agreement") is made this __ day
      of      by
      Galt
      Medical Corp. (the "Employer") and_______________________(the
      "Employee").

    


    Introduction

    


    Employee
      and the Employer entered into an Employment Agreement dated ______ (the
      "Severance Agreement") which provides certain severance benefits.

    


    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the "Severance Benefits"), the Employee
      must provide a release and agree to certain other conditions.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    
      	
              1.

            	
              The
                effective date of this Agreement shall be the date on which Employee
                signs
                this Agreement ("the Effective Date"), at which time this Agreement
                shall
                be fully effective and enforceable. Employee has been offered twenty-one
                (21) days from receipt of this Agreement within which to consider
                this
                Agreement. Employee understands that the Employee may sign this Agreement
                at any time before the expiration of the twenty-one (21) day review.
                To
                the degree Employee chooses not to wait twenty-one (21) days to execute
                this Agreement, it is because Employee freely and unilaterally chooses
                to
                execute this Agreement before that time.

            
	 	 
	
              2.

            	
              In
                exchange for Employee's execution of this Agreement and in full and
                complete settlement of any and all claims, the Employer will provide
                Employee with the Severance Benefits.

            
	 	 
	
              3.

            	
              The
                release given by Employee in this Agreement is given solely in exchange
                for the consideration set forth in this Agreement and such consideration
                is in addition to anything of value that Employee was entitled to
                receive
                prior to entering into this Agreement.

            
	 	 
	 	
              Employee
                has been advised to consult an attorney prior to entering into this
                Agreement.

            
	 	 
	 	
              By
                entering into this Agreement, Employee does not waive rights or claims
                that may arise after the date this Agreement is
                executed.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              This
                Agreement shall in no way be construed as an admission by the Employer
                that it has acted wrongfully with respect to Employee or any other
                person
                or that Employee has any rights whatsoever against the Employer.
                The
                Employer specifically disclaims any liability to or wrongful acts
                against
                Employee or any other person on the part of itself, its employees
                or its
                agents.

            
	 	 
	
              5.

            	
              As
                a material inducement to the Employer to enter into this Agreement,
                Employee hereby irrevocably releases the Employer and each of the
                owners,
                stockholders, predecessors, successors, directors, officers, employees,
                representatives, attorneys, and affiliates (and agents, directors,
                officers, employees, representatives and attorneys of such affiliates)
                of
                the Employer, and all persons acting by, through, under or in concert
                with
                them (collectively "Releasees"), from any and all charges, claims,
                liabilities, agreements, damages, causes of action, suits, costs,
                losses,
                debts and expenses (including attorneys' fees and costs actually
                incurred)
                of any nature whatsoever, known or unknown, including, but not limited
                to,
                rights arising out of alleged violations of any contracts, express
                or
                implied, any covenant of good faith and fair dealing, express or
                implied,
                or any tort, or any legal restrictions on the Employer's right to
                terminate employees, or any federal, state or other governmental
                statute,
                regulation, or ordinance, including, without limitation: (1) Title
                VII of
                the Civil Rights Act of 1964, as amended by the Civil Rights Act
                of 1991
                (race, color, religion, sex, and national origin discrimination);
                (2) the
                Employee Retirement Income Security Act ("ERISA"); (3) 42 U.S.C.
§ 1981
                (discrimination); (4) the Americans with Disabilities Act (disability
                discrimination); (5) the Equal Pay Act; (6) Executive Order 11246
                (race,
                color, religion, sex, and national origin discrimination); (7) Executive
                Order 11141 (age discrimination); (8) Section 503 of the Rehabilitation
                Act of 1973 (disability discrimination); (9) negligence; (10) negligent
                hiring and/or negligent retention; (11) intentional or negligent
                infliction of emotional distress or outrage; (12) defamation; (13)
                interference with employment; (14) wrongful discharge; (15) invasion
                of
                privacy; or (16) violation of any other legal or contractual duty
                arising
                under the laws of the State of Georgia or the laws of the United
                States
                ("Claim" or "Claims"), which Employee now has, or claims to have,
                or which
                Employee at any time heretofore had, or claimed to have, or which
                Employee
                at any time hereinafter may have, or claim to have, against each
                or any of
                the Releasees, in each case as to acts or omissions by each or any
                of the
                Releasees occurring up to and including the Effective Date. Employee
                covenants and agrees not to institute, or participate in any way
                in anyone
                else's actions involved in instituting any action against any of
                the
                Releasees with respect to any Claim released herein.

            
	 	 
	 	
              Notwithstanding
                the foregoing, this Agreement shall not release any claims the Employee
                has (i) to any unpaid benefits under any employee benefit plan (within
                the
                meaning of Section 3(3) of the Employee Retirement Income Security
                Act of
                1974, as amended ("ERISA"), (ii) to Employee's right to exercise
                vested
                stock options, if any, pursuant to any stock option agreements provided
                by
                the Employer to Employee, or (iii) under the Stock Purchase Agreement
                (and
                its exhibits) identified in the introduction to the Severance
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              The
                Employer and Employee agree that the terms of this Agreement shall
                be
                final and binding and that this Agreement shall be interpreted, enforced
                and governed under the laws of the State of Georgia. The provisions
                of
                this Agreement can be severed, and if any part of this Agreement
                is found
                to be unenforceable, the remainder of this Agreement will continue
                to be
                valid and effective.

            
	 	 
	
              7.

            	
              This
                Agreement sets forth the entire agreement between the Employer and
                Employee and fully supersedes any and all prior agreements or
                understandings, written and/or oral, between the Employer and Employee
                pertaining to the subject matter of this Agreement.

            
	 	 
	 	 
	
              8.

            	
              Employee
                is solely responsible for the payment of any fees incurred as the
                result
                of an attorney reviewing this
                agreement.

            


    

     

    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

    


    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. Again, you are free and encouraged to discuss the contents and
      advisability of signing this Agreement with an attorney of your
      choosing.

    


    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

    


    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above.

    


    


    
      	 	 	EMPLOYEE	 
	 	 	 	 
	 	 	
                             
                

            	 
	 	 	
              Print
                Name

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	   	 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 
	 	 	   	 
	 	 	
              Date
                Signed

            	 
	 	 	 	 
	 	 	 	 
	 	 	
              GALT
                MEDICAL CORP.

            	 
	 	 	 	 
	 	 	
              By:
                _________________________

            	 
	 	 	 	 
	 	 	
              Title:
                ________________________

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Employee

    40
      and
      over

    


    EXHIBIT
      B

    


    RELEASE
      AGREEMENT

    


    This
      Release Agreement (this
      "Agreement") is made this _____ day of______________ by
      Galt
      Medical Corp. (the "Employer") and ______________________________________ (the
      "Employee").

    


    Introduction

    


    Employee
      and the Employer entered into
      an Employment Agreement dated __________________
      (the "Severance Agreement") which provides certain severance
      benefits.

    


    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the "Severance Benefits"), the Employee
      must provide a release and agree to certain other conditions.

    


    NOW,
      THEREFORE, the parties agree as follows:

    


    
      	
              1.

            	
              Employee
                has been offered twenty-one (21) days from receipt of this Agreement
                within which to consider this Agreement. The effective date of this
                Agreement shall be the date eight (8) days after the date on which
                Employee signs this Agreement ("the Effective Date"). For a period
                of
                seven (7) days following Employee's execution of this Agreement,
                Employee
                may revoke this Agreement, and this Agreement shall not become effective
                or enforceable until such seven. (7) day period has expired. Employee
                must
                communicate the desire to revoke this Agreement in writing. Employee
                understands that the Employee may sign the Agreement at any time
                before
                the expiration of the twenty-one (21) day review period. To the degree
                Employee chooses not to wait twenty-one (21) days to execute this
                Agreement, it is because Employee freely and unilaterally chooses
                to
                execute this Agreement before that time. Employee's signing of the
                Agreement triggers the commencement of the seven (7) day revocation
                period.

            
	 	 
	
              2.

            	
              In exchange
                for Employee's execution of this Agreement and in full and complete
                settlement of any and all claims, the Employer will provide Employee
                with
                the Severance Benefits.

            
	 	 
	
              3.

            	
              Employee
                acknowledges and agrees that this Agreement is in compliance with
                the Age
                Discrimination in Employment Act and the Older Workers Benefit Protection
                Act and that the releases set forth in this Agreement shall be applicable,
                without limitation, to any claims brought under these
                Acts.

            
	 	 
	 	
              The
                release given by Employee in this Agreement is given solely in exchange
                for the consideration set forth in this Agreement and such consideration
                is in addition to anything of value that Employee was entitled to
                receive
                prior to entering into this
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Employee
                has been advised to consult an attorney prior to entering into this
                Agreement, and this provision of the Agreement satisfies the requirement
                of the Older Workers Benefit Protection Act that Employee be so advised
                in
                writing.

            
	 	 
	 	
              By
                entering into this Agreement, Employee does not waive rights or claims
                that may arise after the date this Agreement is
                executed.

            
	 	 
	
              4.

            	
              This
                Agreement shall in no way be construed as an admission by the Employer
                that it has acted wrongfully with respect to Employee or any other
                person
                or that Employee has any rights whatsoever against the Employer.
                The
                Employer specifically disclaims any liability to or wrongful acts
                against
                Employee or any other person on the part of itself, its employees
                or its
                agents.

            
	 	 
	
              5.

            	
              As
                a material inducement to the Employer to enter into this Agreement,
                Employee hereby irrevocably releases the Employer and each of the
                owners,
                stockholders, predecessors, successors, directors, officers, employees,
                representatives, attorneys, and affiliates (and agents, directors,
                officers, employees, representatives and attorneys of such affiliates)
                of
                the Employer, and all persons acting by, through, under or in concert
                with
                them (collectively "Releasees"), from any and all charges, claims,
                liabilities, agreements, damages, causes of action, suits, costs,
                losses,
                debts and expenses (including attorneys' fees and costs actually
                incurred)
                of any nature whatsoever, known or unknown, including, but not limited
                to,
                rights arising out of alleged violations of any contracts, express
                or
                implied, any covenant of good faith and fair dealing, express or
                implied,
                or any tort, or any legal restrictions on the Employer's right to
                terminate employees, or any federal, state or other governmental
                statute,
                regulation, or ordinance, including, without limitation: (1) Title
                VII of
                the Civil Rights Act of 1964, as amended by the Civil Rights Act
                of 1991
                (race, color, religion, sex, and national origin discrimination);
                (2) the
                Employee Retirement Income Security Act ("ERISA"); (3) 42 U.S.C.
§ 1981
                (discrimination); (4) the Americans with Disabilities Act (disability
                discrimination); (5) the Age Discrimination in Employment Act; (6)
                the
                Older Workers Benefit Protection Act; (7) the Equal Pay Act; (8)
                Executive
                Order 11246 (race, color, religion, sex, and national origin
                discrimination); (9) Executive Order 11141 (age discrimination);
                (10)
                Section 503 of the Rehabilitation Act of 1973 (disability discrimination);
                (11) negligence; (12) negligent hiring and/or negligent retention;
                (13)
                intentional or negligent infliction of emotional distress or outrage;
                (14)
                defamation; (15) interference with employment; (16) wrongful discharge;
                (17) invasion of privacy; or (18) violation of any other legal or
                contractual duty arising under the laws of the State of Georgia or
                the
                laws of the United States ("Claim" or "Claims"), which Employee now
                has,
                or claims to have, or which Employee at any time heretofore had,
                or
                claimed to have, or which Employee at any time hereinafter may have,
                or
                claim to have, against each or any of the Releasees, in each case
                as to
                acts or omissions by each or any of the Releasees occurring up to
                and
                including the Effective Date. Employee covenants and agrees not to
                institute, or participate in any way in anyone else's actions involved
                in
                instituting, any action against any of the Releasees with respect
                to any
                Claim released herein.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Notwithstanding
                the foregoing, this Agreement shall not release any claims the Employee
                has (i) to any unpaid benefits under any employee benefit plan (within
                the
                meaning of Section 3(3) of the Employee Retirement Income Security
                Act of
                1974, as amended ("ERISA"), (ii) to Employee's right to exercise
                vested
                stock options, if any, pursuant to any stock option agreements provided
                by
                the Employer to Employee, or (iii) under the Stock Purchase Agreement
                (and
                its exhibits) identified in the introduction to the Severance
                Agreement.

            
	 	 
	
              6.

            	
              The
                Employer and Employee agree that the terms of this Agreement shall
                be
                final and binding and that this Agreement shall be interpreted, enforced
                and governed under the laws of the State of Georgia. The provisions
                of
                this Agreement can be severed, and if any part of this Agreement
                is found
                to be unenforceable, the remainder of this Agreement will continue
                to be
                valid and effective.

            
	 	 
	
              7.

            	
              This
                Agreement sets forth the entire agreement between the Employer and
                Employee and fully supersedes any and all prior agreements or
                understandings, written and/or oral, between the Employer and Employee
                pertaining to the subject matter of this Agreement.

            
	 	 
	
              8.

            	
              Employee
                is solely responsible for the payment of any fees incurred as the
                result
                of an attorney reviewing this
                agreement.

            


    

    


    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

    


    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to twenty-one (21) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after you have signed it. This Agreement will not be
      effective or enforceable, nor will any consideration be paid, until after the
      seven (7) day revocation period has expired. Again, you are free and encouraged
      to discuss the contents and advisability of signing this Agreement with an
      attorney of your choosing.

    


    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above.

    


    
      


      
        	 	 	EMPLOYEE	 
	 	 	 	 
	 	 	
                
                

              	 
	 	 	
                Print
                  Name

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	   	 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 
	 	 	   	 
	 	 	
                Date
                  Signed

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                GALT
                  MEDICAL CORP.

              	 
	 	 	 	 
	 	 	
                By:
                  __________________________

              	 
	 	 	 	 
	 	 	
                Title:
                  _________________________

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Employee
      40 and over ­

    Group
      of
      terminations

    


    


    EXHIBIT
      C

    


    RELEASE
      AGREEMENT

    


    This
      Release Agreement (this
      "Agreement") is made this _______day of_____________ by
      Galt
      Medical Corp. (the "Employer") and ___________________________________(the
      "Employee").

    


    Introduction

    


    Employee
      and the Employer entered into
      an Employment Agreement dated ______________
      (the
      "Severance Agreement") which provides certain severance benefits.

    


    The
      Severance Agreement requires that as a condition to the payment of severance
      benefits under the Severance Agreement (the "Severance Benefits"), the Employee
      must provide a release and agree to certain other conditions.

    


    NOW,
      THEREFORE, the parties agree as follows:

     

    
      	
              1.

            	
              Employee
                has been offered forty-five (45) days from receipt of this Agreement
                within which to consider this Agreement. The effective date of this
                Agreement shall be the date eight (8) days after the date on which
                Employee signs this Agreement ("the Effective Date"). For a period
                of
                seven (7) days following Employee's execution of this Agreement,
                Employee
                may revoke this Agreement, and this Agreement shall not become effective
                or enforceable until such seven (7) day period has expired. Employee
                must
                communicate the desire to revoke this Agreement in writing. Employee
                understands that the Employee may sign the Agreement at any time
                before
                the expiration of the forty-five (45) day review period. To the degree
                Employee chooses not to wait forty-five (45) days to execute this
                Agreement, it is because Employee freely and unilaterally chooses
                to
                execute this Agreement before that time. Employee's signing of the
                Agreement triggers the commencement of the seven (7) day revocation
                period.

            
	 	 
	
              2.

            	
              In
                exchange for Employee's execution of this Agreement and in full and
                complete settlement of any and all claims, the Employer will provide
                Employee with the Severance Benefits.

            
	 	 
	
              3.

            	
              Employee
                acknowledges and agrees that this Agreement is in compliance with
                the Age
                Discrimination in Employment Act and the Older Workers Benefit Protection
                Act and that the releases set forth in this Agreement shall be applicable,
                without limitation, to any claims brought under these
                Acts.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              The
                release given by Employee in this Agreement is given solely in exchange
                for the consideration set forth in this Agreement and such consideration
                is in addition to anything of value that Employee was entitled to
                receive
                prior to entering into this Agreement.

            
	 	 
	 	
              Employee
                has been advised to consult an attorney prior to entering into this
                Agreement, and this provision of the Agreement satisfies the requirement
                of the Older Workers Benefit Protection Act that Employee be so advised
                in
                writing.

            
	 	 
	 	
              By
                entering into this Agreement, Employee does not waive rights or claims
                that may arise after the date this Agreement is
                executed.

            
	 	 
	
              4.

            	
              The
                Employer has
                _______________________________________________________________________________________________

            
	 	
              [Employer
                to describe class, unit, or group of individuals covered by termination
                program, any eligibility factors, and time limits applicable] and
                such employees comprise the "Decisional Unit." Attached as "Attachment
                1"
                to this Agreement is a list of ages and job titles of persons in
                the
                Decisional Unit who were and who were not selected for termination
                and the
                offer of consideration for signing the Agreement.

            
	 	 
	
              5.

            	
              This
                Agreement shall in no way be construed as an admission by the Employer
                that it has acted wrongfully with respect to Employee or any other
                person
                or that Employee has any rights whatsoever against the Employer.
                The
                Employer specifically disclaims any liability to or wrongful acts
                against
                Employee or any other person on the part of itself, its employees
                or its
                agents.

            
	 	 
	
              6.

            	
              As
                a material inducement to the Employer to enter into this Agreement,
                Employee hereby irrevocably releases the Employer and each of the
                owners,
                stockholders, predecessors, successors, directors, officers, employees,
                representatives, attorneys, and affiliates (and agents, directors,
                officers, employees, representatives and. attorneys of such affiliates)
                of
                the Employer, and all persons acting by, through, under or in concert
                with
                them (collectively "Releasees"), from any and all charges, claims,
                liabilities, agreements, damages, causes of action, suits, costs,
                losses,
                debts and expenses (including attorneys' fees and costs actually
                incurred)
                of any nature whatsoever, known or unknown, including, but not limited
                to,
                rights arising out of alleged violations of any contracts, express
                or
                implied, any covenant of good faith and fair dealing, express or
                implied,
                or any tort, or any legal restrictions on the Employer's right to
                terminate employees, or any federal, state or other governmental
                statute,
                regulation, or ordinance, including, without limitation: (1) Title
                VII of
                the Civil Rights Act of 1964, as amended by the Civil Rights Act
                of 1991
                (race, color, religion, sex, and national origin discrimination);
                (2) the
                Employee Retirement Income Security Act ("ERISA"); (3) 42 U.S.C.
§ 1981
                (discrimination); (4) the Americans with Disabilities Act (disability
                discrimination); (5) the Age Discrimination in Employment Act; (6)
                the
                Older Workers Benefit Protection Act; (7) the Equal Pay Act; (8)
                Executive
                Order 11246 (race, color, religion, sex, and national origin
                discrimination); (9) Executive Order 11141 (age discrimination);
                (10)
                Section 503 of the Rehabilitation Act. of 1973 (disability
                discrimination); (11) negligence; (12) negligent hiring and/or negligent
                retention; (13) intentional or negligent infliction of emotional
                distress
                or outrage; (14) defamation; (15) interference with employment; (16)
                wrongful discharge; (17) invasion of privacy; or (18) violation of
                any
                other legal or contractual duty arising under the laws of the State
                of
                Georgia or the laws of the United States ("Claim" or "Claims"), which
                Employee now has, or claims to have, or which Employee at any time
                heretofore had, or claimed to have, or which Employee at any time
                hereinafter may have, or claim to have, against each or any of the
                Releasees, in each case as to acts or omissions by each or any of
                the
                Releasees occurring up to and including the Effective Date. Employee
                covenants and agrees not to institute, or participate in any way
                in anyone
                else's actions involved in instituting, any action against any of
                the
                Releasees with respect to any Claim released
                herein.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Notwithstanding
                the foregoing, this Agreement shall not release any claims the Employee
                has (i) to any unpaid benefits under any employee benefit plan (within
                the
                meaning of Section 3(3) of the Employee Retirement Income Security
                Act of
                1974, as amended ("ERISA"), (ii) to Employee's right to exercise
                vested
                stock options, if any, pursuant to any stock option agreements provided
                by
                the Employer to Employee, or (iii) under the Stock Purchase Agreement
                (and
                its exhibits) identified in the introduction to the Severance
                Agreement.

            
	 	 
	
              7.

            	
              The
                Employer and Employee agree that the terms of this Agreement shall
                be
                final and binding and that this Agreement shall be interpreted, enforced
                and governed under the laws of the State of Georgia. The provisions
                of
                this Agreement can be severed, and if any part of this Agreement
                is found
                to be unenforceable, the remainder of this Agreement will continue
                to be
                valid and effective.

            
	 	 
	
              8.

            	
              This
                Agreement sets forth the entire agreement between the Employer and
                Employee and fully supersedes any and all prior agreements or
                understandings, written and/or oral, between the Employer and Employee
                pertaining to the subject matter of this Agreement.

            
	 	 
	
              9.

            	
              Employee
                is solely responsible for the payment of any fees incurred as the
                result
                of an attorney reviewing this
                agreement.

            


    

    


    Your
      signature below indicates your understanding and agreement with all of the
      terms
      in this Agreement.

    


    Please
      take this Agreement home and carefully consider all of its provisions before
      signing it. You may take up to forty-five (45) days to decide whether you want
      to accept and sign this Agreement. Also, if you sign this Agreement, you will
      then have an additional seven (7) days in which to revoke your acceptance of
      this Agreement after you have signed it. This Agreement will not be
      effective or enforceable, nor will any consideration be paid, until after the
      seven (7) day revocation period has expired. Again, you are free and encouraged
      to discuss the contents and advisability of signing this Agreement with an
      attorney of your choosing.

    


    PLEASE
      READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
      CLAIMS. YOU ARE STRONGLY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
      THIS DOCUMENT.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Employee and Employer have executed this Agreement effective
      as
      of the date first written above.

    


    
      


      
        	 	 	EMPLOYEE	 
	 	 	 	 
	 	 	
                
                

              	 
	 	 	
                Print
                  Name

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	   	 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 
	 	 	   	 
	 	 	
                Date
                  Signed

              	 
	 	 	 	 
	 	 	 	 
	 	 	
                GALT
                  MEDICAL CORP.

              	 
	 	 	 	 
	 	 	
                By:
                  __________________________

              	 
	 	 	 	 
	 	 	
                Title:
                  _________________________

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ATTACHMENT
      I

    


    


    Employees
      Comprising the "Decisional Unit"

    


    
      	
              Job
                Title:

            	
              Age:

            	
              Participating:

            	
              Not
                Participating:

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      D

    


    


    Inventions,
      Patents and Copyrights

    


    


    
      	
              1.

            	
              Previously
                Conceived Inventions

            
	 	 
	 	
              [DESCRIBE
                ANY INVENTIONS WHICH THE EMPLOYEE DEVELOPED OR HAS AN OWNERSHIP INTEREST
                IN. IF NONE, INSERT ''NONE''. _Note: With respect to any such Inventions
                not described herein, the Company shall have a nonexclusive, paid
                up,
                royalty-free license to use and practice such Invention, including
                a
                license under all patents to issue in any country which pertain to
                such
                Invention.]

            
	 	 
	 	 
	 	 
	
              2.

            	
              Patents

            
	 	
              [LIST
                OR DESCRIBE ALL PATENTS WHICH THE EMPLOYEE OWNS INDIVIDUALLY, WITH
                OTHERS,
                OR FOR WHICH APPLICATIONS ARE PENDING. IF NONE, INSERT
                ''NONE''.]

            
	 	 
	 	 
	 	 
	
              3.

            	
              Copyrights

            
	 	
              [DESCRIBE
                ANY WORKS FOR WHICH THE EMPLOYEE CLAIMS THE COPYRIGHT EITHER INDIVIDUALLY
                OR WITH OTHERS. IF NONE, INSERT
                ''NONE''.]