Exhibit 10.1


    
      

    

     

    Exhibit
      10.1


    


    RESTRICTED
      STOCK AWARD

    PURSUANT
      TO THE THERAGENICS CORPORATION

    [1997]
      [2000] STOCK INCENTIVE PLAN

    


    THIS
      AGREEMENT (sometimes referred to as this “Award”) is made as of the Grant Date,
      by Theragenics Corporation (the “Company”) to _____________________________ (the
“Recipient”) subject to acceptance by the Recipient.

    


    Upon
      and
      subject to the Terms and Conditions attached hereto and incorporated herein
      by
      reference as part of this Agreement, the Company hereby awards as of the Grant
      Date to the Recipient the Restricted Shares (the “Restricted Stock Grant”).
      Underlined and capitalized terms in items A through D below shall have the
      meanings there ascribed to them.

    


    
      	 	
              A.

            	
              Grant
                Date:
                __________.

            


    

    


    
      	 	
              B.

            	
              Plan
                (under which Restricted Stock Grant is granted):
                Theragenics Corporation [1997]
                [2000]
                Stock Incentive Plan.

            


    

    


    
      	 	
              C.

            	
              Restricted
                Shares:
                ______________ shares of the Company’s common stock (“Common Stock”),
                subject to adjustment as provided in the attached Terms and
                Conditions.

            


    

    


    
      	 	
              D.

            	
              Vesting
                Schedule:
                The Restricted Shares shall vest in accordance with Exhibit
                1
                hereto. The Restricted Shares which have become vested pursuant to
                the
                Vesting Schedule are herein referred to as the “Vested Restricted
                Shares.”

            


    

    


    


    IN
      WITNESS WHEREOF, the Company and the Recipient have executed this Agreement
      as
      of the Grant Date set forth above.

    


    

      
        	
                RECIPIENT

              	
                THERAGENICS
                  CORPORATION

              
	 	 
	 	 
	 	
                By:____________________________

              
	________________________________	 
	
                [Signature]

              	
                Title:___________________________

              


      

    

     

    
 

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    TERMS
      AND CONDITIONS TO THE

    RESTRICTED
      STOCK AGREEMENT

    PURSUANT
      TO THE THERAGENICS CORPORATION

    [1997]
      [2000] STOCK INCENTIVE PLAN

    


    1.       
      Restricted
      Shares Held by the Share Custodian.
      The
      Recipient hereby authorizes and directs the Company to deliver any share
      certificate issued by the Company to evidence Restricted Shares to the Secretary
      of the Company or such other officer of the Company as may be designated by
      the
      Committee (the “Share Custodian”) to be held by the Share Custodian until the
      Restricted Shares become Vested Restricted Shares in accordance with the Vesting
      Schedule. When the Restricted Shares become Vested Restricted Shares, the Share
      Custodian shall deliver the Restricted Shares to the Recipient. In the event
      that the Recipient forfeits any of the Restricted Shares, and the number of
      Vested Restricted Shares includes a fraction of a share, the Share Custodian
      shall not be required to deliver the fractional share, and the Company may
      pay
      the Recipient the amount determined by the Company to be the estimated fair
      market value therefor. The Recipient hereby irrevocably appoints the Share
      Custodian and any successor thereto, as the true and lawful attorney-in-fact
      of
      the Recipient with full power and authority to execute any stock transfer power
      or other instrument necessary to transfer the Restricted Shares to the Company
      in accordance with this Award, in the name, place, and stead of the Recipient.
      The term of such appointment shall commence on the date of the Restricted Stock
      Grant and shall continue until the Restricted Shares are delivered to the
      Recipient as provided above. In the event the number of shares of Common Stock
      is increased or reduced by a change in the par value, split-up, stock split,
      reverse stock split, reclassification, merger, reorganization, consolidation,
      or
      otherwise, the Recipient agrees that any certificate representing shares of
      Common Stock or other securities of the Company issued as a result of any of
      the
      foregoing shall be delivered to the Share Custodian and shall be subject to
      all
      of the provisions of this Award as if initially granted thereunder. To effect
      the provisions of this Section, the Recipient shall complete an irrevocable
      stock power in favor of the Share Custodian in the form attached hereto as
      Exhibit
      2.

    


    2.       
      Rights
      of a Shareholder.
      During
      the period that the Share Custodian holds the shares of Common Stock subject
      to
      Section 1, the Recipient shall be entitled to all rights applicable to shares
      of
      Common Stock not so held, except as otherwise provided in this award, including
      the right to receive dividends paid on Common Stock notwithstanding that all
      or
      some of the Restricted Shares may not be Vested Restricted Shares.

    


    3.        
      Withholding.
      To the
      extent required by law, the Company shall have the right to require the
      Recipient to remit to the Company an amount sufficient to satisfy any federal,
      state and local withholding tax requirement, if any, upon the earlier of the
      vesting of the Restricted Shares or the effective date of an election pursuant
      to Section 83(b) of the Internal Revenue Code with respect to such Restricted
      Shares. The Recipient must pay the withholding tax (i) in cash; (ii) by
      certified check; or (iii) by tendering shares of Common Stock which have been
      owned by the Recipient for at least six (6) months prior to the date of exercise
      having a Fair Market Value equal to the withholding obligation.


    
      
        
        

      

      
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    4.       Restrictions
      on Transfer of Restricted Shares.
      Except
      for the transfer of any Restricted Shares by bequest or inheritance, the
      Recipient shall not have the right to make or permit to exist any transfer
      or
      hypothecation, whether outright or as security, with or without consideration,
      voluntary or involuntary, of all or any part of any right, title or interest
      in
      or to any unvested Restricted Shares. Any such disposition not made in
      accordance with this Award shall be deemed null and void. Any permitted
      transferee under this Section shall be bound by the terms of this
      Award.

    


    5.       
      Additional
      Restrictions on Transfer.
      Certificates evidencing the Restricted Shares shall have noted conspicuously
      on
      the certificate a legend required under applicable securities laws or otherwise
      determined by the Company to be appropriate, such as:

    


    Transfer
      is restricted

    


    The
      securities evidenced by this certificate are subject to restrictions on transfer
      and forfeiture provisions which also apply to the transferee as set forth in
      a
      restricted stock agreement dated ________, a copy of which is available from
      the
      Company.

    


    6.       
      Change
      in Capitalization.

    


    (a)       
      The
      number and kind of unvested Restricted Shares shall be proportionately adjusted
      for any increase or decrease in the number of issued shares of Common Stock
      resulting from a subdivision or combination of shares or the payment of a stock
      dividend in shares of Common Stock to holders of outstanding shares of Common
      Stock or any other increase or decrease in the number of shares of Common Stock
      outstanding is effected without receipt of consideration by the Company. No
      fractional shares shall be issued in making such adjustment. 

    


    (b)       
      In
      the
      event of a merger, consolidation, extraordinary dividend, spin-off, sale of
      substantially all of the Company’s assets or other material change in the
      capital structure of the Company, or a tender offer for shares of Common Stock,
      or other reorganization of the Company, the Committee shall take such action
      to
      make such adjustments with respect to the unvested Restricted Shares, in its
      sole discretion, determines in good faith is necessary or appropriate,
      including, without limitation, adjusting the number and class of securities
      subject to the unvested portion of the Award, substituting cash, other
      securities, or other property to replace the unvested portion of the Award,
      or
      removing of restrictions on unvested Restricted Shares. 

    


    (c)       
      All
      determinations and adjustments made by the Committee pursuant to this Section
      will be final and binding on the Recipient. Any action taken by the Committee
      need not treat all recipients of awards under the Plan equally.


    
      
        
        

      

      
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    (d) The
      existence of the Plan and the Restricted Stock Grant shall not affect the right
      or power of the Company to make or authorize any adjustment, reclassification,
      reorganization or other change in its capital or business structure, any merger
      or consolidation of the Company, any issue of debt or equity securities having
      preferences or priorities as to the Common Stock or the rights thereof, the
      dissolution or liquidation of the Company, any sale or transfer of all or part
      of its business or assets, or any other corporate act or
      proceeding.

    


    7.       
      Governing
      Laws.
      This
      Award shall be construed, administered and enforced according to the laws of
      the
      State of Georgia; provided, however, no Restricted Shares shall be issued
      except, in the reasonable judgment of the Committee, in compliance with
      exemptions under applicable state securities laws of the state in which
      Recipient resides, and/or any other applicable securities laws.

    


    8.       
      Successors.
      This
      Award shall be binding upon and inure to the benefit of the heirs, legal
      representatives, successors, and permitted assigns of the parties.

    


    9.       
      Notice.
      Except
      as otherwise specified herein, all notices and other communications under this
      Award shall be in writing and shall be deemed to have been given if personally
      delivered or if sent by registered or certified United States mail, return
      receipt requested, postage prepaid, addressed to the proposed recipient at
      the
      last known address of the recipient. Any party may designate any other address
      to which notices shall be sent by giving notice of the address to the other
      parties in the same manner as provided herein.

    


    10.       
      Severability.
      In the
      event that any one or more of the provisions or portion thereof contained in
      this Award shall for any reason be held to be invalid, illegal, or unenforceable
      in any respect, the same shall not invalidate or otherwise affect any other
      provisions of this Award, and this Award shall be construed as if the invalid,
      illegal or unenforceable provision or portion thereof had never been contained
      herein.

    


    11.       
      Entire
      Agreement.
      Subject
      to the terms and conditions of the Plan, this Award expresses the entire
      understanding and agreement of the parties with respect to the subject matter.
      

    


    12.       
      Specific
      Performance.
      In the
      event of any actual or threatened default in, or breach of, any of the terms,
      conditions and provisions of this Award, the party or parties who are thereby
      aggrieved shall have the right to specific performance and injunction in
      addition to any and all other rights and remedies at law or in equity, and
      all
      such rights and remedies shall be cumulative.

    


    13.       
      No
      Right to Continued Retention.
      Neither
      the establishment of the Plan nor the award of Restricted Shares hereunder
      shall
      be construed as giving Recipient the right to continued employment with the
      Company or an Affiliate.

    


    14.       
      Headings
      and Capitalized Terms.
      Paragraph headings used herein are for convenience of reference only and shall
      not be considered in construing this Award. Capitalized
      terms used, but not defined, in this Award shall be given the meaning ascribed
      to them in the Plan.


    
      
        
        

      

      
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    15.       
      Definitions.
      As used
      in these Terms and Conditions and this Award:

    


    “Change
      in Control”
      means
      any one of the following events which occurs following the Grant
      Date:

    


    (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 13d-3 promulgated under the Exchange Act) of voting securities of the
      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 the Company entitled to vote generally in the election of
      directors (the “Outstanding Company Voting Securities”); provided, however, that
      for purposes of this Subsection (1), the following acquisitions shall not be
      deemed to result in a Change in Control: (i) any acquisition directly from
      the
      Company, (ii) any acquisition by the Company, (iii) any acquisition
      by
      any employee benefit plan (or related trust) sponsored or maintained by the
      Company or any corporation controlled by the Company 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 Company 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 the Company,
      such subsequent acquisition shall be treated as an acquisition that causes
      such
      Person to own thirty-five percent (35%) or more of the Outstanding Company
      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 Company’s
      shareholders, 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 the Company of a reorganization, merger or
      consolidation or sale or other disposition of all or substantially all of the
      assets of the Company (“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 


    
      
        
        

      

      
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    beneficial
      owners
      of the Outstanding Company 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 the Company or all or
      substantially all of the Company’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 Company Voting
      Securities, (ii) no Person (excluding any employee benefit plan (or
      related
      trust) of the Company 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 the Company of a complete liquidation or dissolution
      of
      the Company.

    


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

    


    “Disability”
      means
      the inability of the Recipient to perform any of his duties for the Company
      and
      its Affiliates 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.

    



    
      
        
        

      

      
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    EXHIBIT
      1

    


    


    VESTING
      SCHEDULE

    


    
      	
              A.

            	
              One-third
                of the Restricted Shares shall become Vested Restricted Shares on
                each
                anniversary of the Grant Date; provided the Recipient is continuously
                a
                director or an employee of the Company or an Affiliate from the Grant
                Date
                through the applicable
                vesting date.

            


    

    


    
      	
              B.

            	
              Notwithstanding
                Section A above, Restricted Shares shall become Vested Restricted
                Shares
                upon the earliest of the following events:


            


    

     

    
      	
            	1.	
              the
                date of the occurrence of a Change in
                Control;

            


    

     

    
      	
            	2.	
              the
                date of the Director’s Disability; 

            


    

     

    
      	
            	3.	
              the
                date of the Director’s death; and 

            


    

     

    
      	 	
              4.

            	
              subject
                to the sole discretion of the Board of Directors to vest or not vest
                the
                Restricted Shares at the time of such event, the date the Director
                resigns
                with the consent of the Board of
                Directors.

            


    

     

    
      	
              C.

            	
              Notwithstanding
                any other provision of this Vesting Schedule, Restricted Shares which
                have
                not become Vested Restricted Shares pursuant to Section A or B above
                as of
                the Recipient’s cessation of services as a director or an employee of the
                Company or an Affiliate shall be
                forfeited.

            


    

    


     


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      2

    


    


    IRREVOCABLE
      STOCK POWER

    


    


    The
      undersigned hereby assigns and transfers to Theragenics Corporation (the
“Company”), ________ shares of the Common Stock of the Company registered in the
      name of the undersigned on the stock transfer records of the Company and
      represented by Stock Certificate No. ____________________ of the Company; and
      the undersigned does hereby irrevocably constitute and appoint
      ________________________________, his attorney-in-fact, to transfer the
      aforesaid shares on the books of the Company, with full power of substitution;
      and the undersigned does hereby ratify and confirm all that said
      attorney-in-fact lawfully shall do by virtue hereof.

    


    

      
        	
                Date:____________________________

              	
                Signed:____________________________

              
	 	 
	 	
                Print
                  Name:_________________________

              


      



    


    IN
      THE
      PRESENCE OF:

    


    __________________________


    (Print
      Name)

    


    __________________________


    (Signature)