Exhibit 10.1





Exhibit
10.1




EMPLOYMENT
AGREEMENT




THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of May 6, 2005 between
CP
Medical
Corporation, an Oregon corporation (the “Company”) and Patrick J. Ferguson (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, effective as of, and
contingent upon, the closing of the purchase and sale transactions contemplated
by the Stock Purchase Agreement dated as of April 26, 2005, with respect to the
Company by and among Theragenics Corporation and Patrick J. Ferguson and Cynthia
L. Ferguson (the “Closing”).




NOW,
THEREFORE, the parties agree as follows, effective as of, and contingent upon,
the Closing:




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 direct 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 two (2) years 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-103, temporary or permanently implantable devices for use in
the treatment of cancer, restenosis or macular degeneration, or other medical
products manufactured or sold by the Company or any of its subsidiaries, in each
case that is the same as or similar to a product manufactured, produced, sold,
marketed, promoted, exploited, developed or distributed by the Company or any of
its subsidiaries 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 subsidiaries 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 his incapacity during physical
or mental illness) by the Employee to substantially perform his 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 13d-3 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










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(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 his capacity as
Employee.




(h)    “Closing” shall
have the meaning set forth in the Introduction to this Agreement.

 

(i)    “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 his 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 his 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.










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(j)    “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.




(k)    “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 his 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.




(l)    “Disability” means
the inability of the Employee to perform any of his 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. 




(m)   “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 his responsibilities are materially modified without the Employee’s written
consent, (ii) the Employee is required to report to a different position without
the Employee’s written consent, (iii) the Company changes the location of
the Employee’s place of employment to more than fifty (50) miles from its
present location, or (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.




(n)    “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.




(o)    “Stock
Purchase Agreement” means
the stock purchase agreement referred to in the Introduction to this
Agreement.




(p)    “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.










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(q)    “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.




(r)    “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 and the Employee accepts
such employment with the Company in such capacity and agrees to serve as
President as long as he is appointed to such position, subject to the terms and
conditions hereof. The Employee shall report to the Theragenics Corporation
Chief Executive Officer and the Board of Directors of the Company and shall have
such authority and responsibilities not inconsistent with his 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 $200,000. The Employee’s
annual base salary shall be reviewed at least annually by the Compensation
Committee of the Board of Directors (the “Compensation Committee”), and the
Board of Directors 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. 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, and subject
to the Company’s right to amend or terminate the plan or program at any
time.










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(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, and pursuant
to the stock incentive plan of the Company or an Affiliate.




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




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




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




(h)   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.




(i)    Annual
Physical. The
Company will pay the expenses associated with an annual physical examination for
the Employee.




(j)    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 his 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.




(k)   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.




(l)    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 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.










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(m)    Automobile
Allowance. The
Company will pay Employee $500 per month as an automobile allowance.





4.    Term,
Termination and Termination Payments.




(a)    Term. The
term of this Agreement (the “Term”) shall commence as of the date of the Closing
(the “Commencement Date”) and shall expire on the third (3rd)
anniversary of the Commencement Date, with automatic extensions for successive
additional one-year terms, as provided herein. Ninety (90) days before the third
(3rd)
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 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 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 his 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 his
annual base salary at the time of termination of employment for two (2)
years after
termination of employment. Payments made under this Section 4(e) shall be paid
as a salary continuation. Notwithstanding the foregoing, if the payment of
severance hereunder would fail to meet the requirements of Section 409A(a)(1) of
the Internal Revenue Code, no payment










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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 his 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) two (2) times
the Employee’s annual base salary at the time of termination of employment or
(ii) if less than two (2) 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. Such amount shall be paid to the
Employee ratably, no less frequently than monthly, over two (2) years following
termination. Notwithstanding the foregoing, if the payment of severance
hereunder would fail to meet the requirements of Section 409A(a)(1) 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, he 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 he 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 agrees that commencing on the Commencement Date and continuing through
the Applicable Period, he will not, either directly or indirectly, on the
Employee’s own behalf or in the service of or on behalf of others, solicit or
divert, or attempt to solicit or divert any individual or entity which was an
actual or










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actively
sought prospective client or customer of the Company or an Affiliate and with
whom the Employee had material contact during the Employee’s last two year(s) of
employment with the Company to a Competing Business for the purpose of providing
products or services in competition with the Business of the
Company.





	
      6.
	
      Agreement
      Not to Solicit Employees.







The
Employee agrees that commencing on the Commencement Date and continuing through
the Applicable Period, he 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 he has had material
contact during his 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 him 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 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,
O.C.G.A. § 10-1-760, et seq. and as amended hereafter.










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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. 










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(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
himself and his 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 he has left
employment with the Company, the Company shall pay the Employee an hourly rate
for his assistance, which shall be determined by converting the Employee’s then
current annual salary 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 his 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 his 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 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.










-11-


















(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 he 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 he 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
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, Employee will forfeit any amounts
owed to Employee under Section 4(e) or 4(f), as applicable, which have not been
paid to Employee by the Company and Employee shall immediately repay to the
Company all amounts previously paid to Employee pursuant to Section 4(e) or
4(f), as applicable.










-12-



















	
      12.
	
      No
      Set-Off.







The
existence of any claim, demand, action or cause of action by the Employee
against the Company, or any Affiliate of the Company, 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 against the Employee, whether
predicated upon this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Employee of any of his 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:
      Bruce Smith

	 	 	 
	 	
      If
      to the Employee:
	
      Patrick
      J. Ferguson

	 	 	
      5433
      SE Scenic Lane, #2

	 	 	
      Vancouver,
      WA 98661







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.













-13-
















(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
his 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 the
Company: __________

By
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.
Notwithstanding the foregoing, nothing provided herein supersedes any portion of
the Stock Purchase Agreement or any other agreement entered into in connection
therewith, including, without limitation, the Noncompetition Agreement between
Theragenics Corporation and Patrick J. Ferguson.




(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.










-14-


















(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:

	 	 
	 	
      CP
      MEDICAL CORPORATION

	 	 
	 	
      By:/s/
      Lynn Rogers

	 	 
	 	
      Title:
      Treasurer and Secretary







ATTEST:

 

______________________________
Title:______________________________




[CORPORATE
SEAL]








	 	
      THE
      EMPLOYEE:

	 	 
	 	
      By:
      /s/ Patrick J. Ferguson

	 	
      Patrick
      J. Ferguson




 

 

 


 




::ODMA\PCDOCS\ATL\849670\8

P.
Ferguson Employment
















-15-















Employee

Under
40

EXHIBIT
A




RELEASE
AGREEMENT




This
Release Agreement (this “Agreement”) is made this _____ day
of ________,
by ________________________ (the “Employer”) and ____________ (the
“Employee”).




Introduction




Employee
and the Employer entered into a ________________ 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 he or she 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) Employee Order 11246
      (race, color, religion, sex, and national origin discrimination); (7)
      Employee 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 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”) or to Employee’s right to exercise vested stock options, if any,
pursuant to any stock option agreements provided by the Employer to Employee.






	
      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. 













-2-
















	
      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

	 	 
	 	 
	 	 
	 	
      CP
      MEDICAL CORPORATION

	 	 
	 	
      By: __________________________  

	 	 
	 	
      Title:_________________________  

	 	 















-3-





















Employee

40 and
over 

EXHIBIT
B




RELEASE
AGREEMENT




This
Release Agreement (this “Agreement”) is made this _____ day
of ________,
by ________________________ (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 he or she 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) Employee Order 11246 (race, color, religion, sex, and national
      origin discrimination); (9) Employee 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.






 

 










-2-


















Notwithstanding
the foregoing, this Agreement shall not release any claims the Employee has 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”) or to Employee’s right to exercise vested stock options, if any,
pursuant to any stock option agreements provided by the Employer to
Employee.







	
      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.













-3-





















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

 






	 	 
	 	
      EMPLOYEE

	 	 
	 	________________________
	 	
      Print
      Name

	 	 
	 	________________________ 
	 	
       Signature

	 	 
	 	________________________ 
	 	
       Date
      Signed

	 	 
	 	 
	 	 
	 	
      CP
      MEDICAL CORPORATION

	 	 
	 	
      By: __________________________  

	 	 
	 	
      Title:_________________________  

	 	 




 

 







-4-


















Employee

40 and
over -

Group of
terminations




EXHIBIT
C

RELEASE
AGREEMENT

 


This
Release Agreement (this “Agreement”) is made this _____ day
of ________,
by ________________________ (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 he or she 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) Employee
      Order 11246 (race, color, religion, sex, and national origin
      discrimination); (9) Employee 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 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”) or to Employee’s right to exercise vested stock options, if any,
pursuant to any stock option agreements provided by the Employer to
Employee.

 

 



	
      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.













-3-















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

 

 







	 	 
	 	
      EMPLOYEE

	 	 
	 	________________________
	 	
      Print
      Name

	 	 
	 	________________________ 
	 	
       Signature

	 	 
	 	________________________ 
	 	
       Date
      Signed

	 	 
	 	 
	 	 
	 	
      CP
      MEDICAL CORPORATION

	 	 
	 	
      By: __________________________  

	 	 
	 	
      Title:_________________________  

	 	 




 












-4-





















ATTACHMENT
I




Employees
Comprising the “Decisional Unit”








	Job
      Title:
	Age:
	Participating:
	Not
      Participating:

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 















-5-





















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”.]