ex10-1.htm


    
      

    

    EXHIBIT
10.1

    


    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of August 6, 2008 between CP
Medical Corporation, an Oregon corporation (the “Company”), and Janet Zeman (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.  This Agreement
supersedes and replaces the employment agreement dated May 23, 2001 between
Theragenics Corporation, the parent corporation of the Company, and the
Employee.

    


    NOW,
THEREFORE, the parties agree as follows:

    


    1.    Definitions

     

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

     

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

     

    (c)    “Area” means the
United States.

     

    (d)    “ Board of Directors”
means the Board of Directors of Theragenics Corporation.

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    (g)    “Change in Control”
means

    


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

     

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

     

    
      
        
        

      

      
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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 the Employee's capacity as an
employee.

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

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

    


    2.       
Terms and Conditions
of Employment.

     

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

     

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

    


    3.       
Compensation.

     

    (a)     Base Salary. In
consideration for the Employee's services hereunder, the Company shall pay to
the Employee an annual base salary in the amount of $200,000. The Employee's
annual base salary shall be reviewed at least annually by the Compensation
Committee of the Board of Directors of Theragenics Corporation (the
“Compensation Committee”) and the Board of Directors of Theragenics Corporation
or the Compensation Committee may approve an increase in the Employee's annual
base salary from time to time. The Company shall pay annual base salary in
accordance with the normal payroll payment practices of the Company and subject
to such deductions and withholdings as law or policies of the Company, from time
to time in effect, require.

     

    (b)     Short-Term Incentive
Plan. Beginning as of January 1, 2009, the Employee shall be entitled to
participate in short-term incentive plans or programs applicable generally to
similarly situated management employees of wholly owned subsidiaries of
Theragenics Corporation, subject to the terms of the plan or program and the
conditions established by the Compensation Committee or the Board of Directors
of Theragenics Corporation, and subject to the Company's or Theragenics
Corporation's right to amend or terminate the plan or program at any
time.

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


    4.       
Term. Termination and
Termination Payments.

     

    (a)      Term.  The
term of this Agreement (the “Term”) shall commence as of September 12, 2008 (the
“Commencement Date”) and shall expire on the second (2nd) anniversary of the
Commencement Date, with automatic extensions for successive additional one-year
terms, as provided herein. Ninety (90) days before the second (2nd) anniversary
of the Commencement Date and ninety (90) days before each subsequent anniversary
of the Commencement Date, the Agreement is extended for an additional one year
period unless either party gives prior notice of termination. In the event prior
notice of termination is given, this Agreement shall terminate at the end of the
remaining Term then in effect.

     

    
      
         

      

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

     

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

     

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

     

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

     

    
      
         

      

      
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    (f)      Certain Terminations in
Connection with a Change in Control.  If, within ninety (90)
days preceding or within one year following a Change in Control, either the
Company terminates the Employee's employment without Cause or the Employee
terminates the Employee's employment for Good Reason, the Company shall be
obligated to pay the Employee an amount equal to whichever of the following
results in the Employee receiving a larger after­ tax amount: (i) 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. Payments made under this Section 4(f)
shall be paid as a salary continuation on the same schedule that applied while
the Employee was employed, provided, however, that no payment hereunder shall be
paid until sixty (60) days after the Employee's termination of employment, at
which time the Employee shall be paid a lump sum equal to the payments
accumulated to such date, and thereafter payment of the unpaid balance shall
continue on what would have otherwise been the original payment schedule for
such unpaid balance. Notwithstanding the foregoing, if the payment of severance
hereunder would fail to meet the requirements of Section 409A(a)(l) of the
Internal Revenue Code because the Employee is a “specified employee” (within the
meaning of Section 409A of the Internal Revenue Code), no payment hereunder
shall be made until six months after the Employee's termination of employment,
at which time the Employee shall be paid a lump sum equal to what would
otherwise have been the first six months' of such payments, and thereafter
payment of the unpaid balance shall continue on what would otherwise have been
the original payment schedule for such unpaid balance.

     

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

     

    
      
         

      

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

     

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

     

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

    


    6.        
Agreement Not to
Solicit Employees.

    


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

    


    7.        
Ownership and
Protection of Proprietary Information.

     

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

     

    
      
         

      

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

     

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

    


    8.       
Inventions.

     

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

     

    
      
         

      

      
        - 10
-

        
          

        

      

      
         

      

    

     

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

     

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

     

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

     

    
      
         

      

      
        - 11
-

        
          

        

      

      
         

      

    

     

    9.      
         Copyrights.

     

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

     

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

     

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

    


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

    


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

    


    11.        
     Remedies.

     

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

     

    
      
         

      

      
        - 12
-

        
          

        

      

      
         

      

    

     

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

    


    12.          
   No
Set-Off.

     

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

    


    13.             
Notice.

     

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

     

    
      
         

      

      
        - 13
-

        
          

        

      

      
         

      

    

     

    
      	
              If
      to the Company Company:

            	
              Theragenics
      Corporation

            
	 
      	
              5203
      Bristol Industrial Way

              Buford,
      Georgia 30518

            
	 
      	
              Attn:
      Chief Financial Officer

            
	 
      	 
      
	
              If
      to the Employee:

            	
              The
      most recent address that the Company has on file for the
      Employee.

            


    

    


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

    


    14.      
       Miscellaneous.

     

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

     

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

     

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

     

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

    


    
      
         

      

      
        - 14
-

        
          

        

      

      
         

      

    

    


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

    


    
      	
              By
      the Company

            	
              /s/
      MCJ  (initials of Company
      representative)

            
	
              By
      Employee

            	
              /s/
      JZ      (initials of
      Employee)

            


    

     

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

     

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

     

    (e)      Entire Agreement.
This Agreement embodies the entire agreement of the parties hereto relating to
the subject matter hereof and supersedes all oral agreements, and to the extent
inconsistent with the terms hereof, all other written agreements.  In
particular, this Agreement supersedes and replaces the employment agreement
dated May 23, 2001 between Theragenics Corporation and the
Employee.

     

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

     

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

     

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

     

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

    


    


    
      	 
      	
              THE
      COMPANY

            	 
      
	 
      	
              CP
      MEDICAL CORPORATION

            	 
      
	 
      	
              By:

            	
              /s/ M. Christine
      Jacobs

            	 
      
	 
      	 
      	
              M.
      Christine Jacobs, Chairman

            	 
      


    

    


    
      	
              ATTEST:

            	 
      
	
              /s/ Bruce W.
      Smith

            	 
      
	
              Title: Executive V/P &
      Secretary

            	 
      
	
              (CORPORATE
      SEAL)

            	 
      


    

     

    
      	 
      	
              THE
      EMPLOYEE:

            	 
      
	 
      	 
      	 
      
	 
      	
              /s/ Janet
      Zeman

            	 
      
	 
      	
              Janet
      Zeman

            	 
      


    

    


    
      
         

      

      
        - 15
-

        
          

        

      

      
         

      

    

     

    Theragenics
Corporation is a party to this Agreement solely for purposes of agreeing with
the Employee that the Employment Agreement dated May 23, 2001 between
Theragenics Corporation and the Employee is superseded and replaced by this
Agreement.

    


    
      	 
      	
              THERAGENICS
      CORPORATION

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ M. Christine
      Jacobs

            	 
      
	 
      	 
      	
              M.
      Christine Jacobs, Chairman

            	 
      


    

    


    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        
        

      

    

    
       

      Employee

      Under
40

    

     

     

    EXHIBIT
A

    


    RELEASE
AGREEMENT

    


    This
Release Agreement (this “Agreement”) is made this __ day of ___________by CP
Medical Corporation (the “Employer”) and ____________________ (the
“Employee”).

    


    Introduction

    


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

    


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

    


    NOW,
THEREFORE, the parties agree as follows:

     

    1.      
The effective date of this Agreement shall be the date on which Employee signs
this Agreement (“the Effective Date”), at which time this Agreement shall be
fully effective and enforceable. Employee has been offered twenty-one (21) days
from receipt of this Agreement within which to consider this Agreement. Employee
understands that the Employee may sign this Agreement at any time before the
expiration of the twenty-one (21) day review. To the degree Employee chooses not
to wait twenty-one (21) days to execute this Agreement, it is because Employee
freely and unilaterally chooses to execute this Agreement before that
time.

     

    2.      
In exchange for Employee's execution of this Agreement and in full and complete
settlement of any and all claims, the Employer will provide Employee with the
Severance Benefits.

     

    3.      
The release given by Employee in this Agreement is given solely in exchange for
the consideration set forth in this Agreement and such consideration is in
addition to anything of value that Employee was entitled to receive prior to
entering into this Agreement.

     

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

     

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

     

    4.      
This Agreement shall in no way be construed as an admission by the Employer that
it has acted wrongfully with respect to Employee or any other person or that
Employee has any rights whatsoever against the Employer. The Employer
specifically disclaims any liability to or wrongful acts against Employee or any
other person on the part of itself, its employees or its agents.

     

    
      
         

      

      
        - 1
-

        
          

        

      

      
         

      

    

     

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

     

    Notwithstanding
the foregoing, this Agreement shall not release any claims the Employee has (i)
to any unpaid benefits under any employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or (ii) 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.

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

    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
CP Medical Corporation (the “Employer”) and
______________________________________ (the “Employee”).

    


    Introduction

    


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

    


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

    


    NOW,
THEREFORE, the parties agree as follows:

     

    1.      
Employee has been offered twenty-one (21) days from receipt of this Agreement
within which to consider this Agreement. The effective date of this Agreement
shall be the date eight (8) days after the date on which Employee signs this
Agreement (“the Effective Date”). For a period of seven (7) days following
Employee's execution of this Agreement, Employee may revoke this Agreement, and
this Agreement shall not become effective or enforceable until such seven. (7)
day period has expired. Employee must communicate the desire to revoke this
Agreement in writing. Employee understands that the Employee may sign the
Agreement at any time before the expiration of the twenty-one (21) day review
period. To the degree Employee chooses not to wait twenty-one (21) days to
execute this Agreement, it is because Employee freely and unilaterally chooses
to execute this Agreement before that time. Employee's signing of the Agreement
triggers the commencement of the seven (7) day revocation period.

     

    2.      
In exchange for
Employee's execution of this Agreement and in full and complete settlement of
any and all claims, the Employer will provide Employee with the Severance
Benefits.

     

    3.      
Employee acknowledges and agrees that this Agreement is in compliance with the
Age Discrimination in Employment Act and the Older Workers Benefit Protection
Act and that the releases set forth in this Agreement shall be applicable,
without limitation, to any claims brought under these Acts.

     

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

     

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

     

    
      
         

      

      
        - 1
-

        
          

        

      

      
         

      

    

     

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

     

    4.      
This Agreement shall in no way be construed as an admission by the Employer that
it has acted wrongfully with respect to Employee or any other person or that
Employee has any rights whatsoever against the Employer. The Employer
specifically disclaims any liability to or wrongful acts against Employee or any
other person on the part of itself, its employees or its agents.

     

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

     

    Notwithstanding
the foregoing, this Agreement shall not release any claims the Employee has (i)
to any unpaid benefits under any employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or (ii) 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. You may take up to twenty-one (21) days to decide whether you want
to accept and sign this Agreement. Also, if you sign this Agreement, you will
then have an additional seven (7) days in which to revoke your acceptance of
this Agreement  after  you
have signed it. This Agreement will not be effective or enforceable, nor will
any consideration be paid, until after the seven (7) day revocation period has
expired. Again, you are free and encouraged to discuss the contents and
advisability of signing this Agreement with an attorney of your
choosing.

    


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

     

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

    


    
      	 
      	EMPLOYEE	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	Print
      Name	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	Signature	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	Date
      Signed	 
      
	 
      	 
      	 
      	 
      
	 
      	CP
      MEDICAL CORPORATION	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              Title:

            	 
      	 
      


    

    


    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

    Employee
40 and over ­

    Group of
terminations

    


    


    EXHIBIT
C

    


    RELEASE
AGREEMENT

    


    This
Release Agreement (this “Agreement”) is made this _______day of_____________ by
CP Medical Corporation (the “Employer”) and
___________________________________(the “Employee”).

    


    Introduction

    


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

    


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

    


    NOW,
THEREFORE, the parties agree as follows:

     

    1.      
Employee has been offered forty-five (45) days from receipt of this Agreement
within which to consider this Agreement. The effective date of this Agreement
shall be the date eight (8) days after the date on which Employee signs this
Agreement (“the Effective Date”). For a period of seven (7) days following
Employee's execution of this Agreement, Employee may revoke this Agreement, and
this Agreement shall not become effective or enforceable until such seven (7)
day period has expired. Employee must communicate the desire to revoke this
Agreement in writing. Employee understands that the Employee may sign the
Agreement at any time before the expiration of the forty-five (45) day review
period. To the degree Employee chooses not to wait forty-five (45) days to
execute this Agreement, it is because Employee freely and unilaterally chooses
to execute this Agreement before that time. Employee's signing of the Agreement
triggers the commencement of the seven (7) day revocation period.

     

    2.      
In exchange for Employee's execution of this Agreement and in full and complete
settlement of any and all claims, the Employer will provide Employee with the
Severance Benefits.

     

    3.      
Employee acknowledges and agrees that this Agreement is in compliance with the
Age Discrimination in Employment Act and the Older Workers Benefit Protection
Act and that the releases set forth in this Agreement shall be applicable,
without limitation, to any claims brought under these Acts.

     

    
      
         

      

      
        - 1
-

        
          

        

      

      
         

      

    

     

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

     

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

     

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

     

    4.      
The Employer has

    
      
        

      

    

    


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

     

    5.      
This Agreement shall in no way be construed as an admission by the Employer that
it has acted wrongfully with respect to Employee or any other person or that
Employee has any rights whatsoever against the Employer. The Employer
specifically disclaims any liability to or wrongful acts against Employee or any
other person on the part of itself, its employees or its agents.

     

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

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

    Notwithstanding
the foregoing, this Agreement shall not release any claims the Employee has (i)
to any unpaid benefits under any employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or (ii) 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:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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''.]