Exhibit 10.1


    
      

    

     

    

      EXHIBIT
        10.1

      


      


      FORM
        OF
        AMENDMENT TO

      PERFORMANCE
        RESTRICTED STOCK RIGHTS AGREEMENT

      PURSUANT
        TO THE

      THERAGENICS
        CORPORATION®

      2000
        STOCK INCENTIVE PLAN

      


      


      THIS
        AMENDMENT is made as of _____________, 200_, by Theragenics Corporation (the
        “Company”) and _________________ (the “Recipient”). 

      


      INTRODUCTION

      


      The
        parties are subject to that certain Performance Restricted Stock Rights
        Agreement pursuant to the Theragenics Corporation 2000 Stock Incentive Plan,
        with a grant date of ________, 200_ (the “Agreement”). The parties recognize
        that the Agreement creates accounting complexities for the Company and that
        the
        Company will save costs associated with the elimination of the accounting
        complexities by amending this Agreement as set forth herein. Accordingly,
        because the Agreement provides the Recipient with a potential equity interest
        in
        the Company, this Amendment also potentially accrues to the benefit of the
        Recipient. The parties desire to amend the Agreement to provide that the
        performance cycle in the Agreement will end at December 31, 2005 instead of
        December 31, [2006 or 2007, as set forth in the original Agreement], but
        except as otherwise provided in the Agreement as amended by this Amendment,
        the
        Employee must perform services for the Company or an Affiliate through
        December 31, [2006 or 2007, as set forth in the original agreement]to
        become vested.

      


      NOW,
        THEREFORE, in consideration of the premises set forth herein and the continued
        employment of the Recipient by the Company, the parties agree that Exhibit
        1,
        Schedule of Shares of Common Stock to be Issued, attached to the Agreement,
        is
        hereby amended as follows:

      


      
        	 	
                1.

              	
                In
                  Item B, by deleting “[2006 or 2007]” and inserting in lieu thereof
                  “2005.”

              


      

       

      
        	 	
                2.

              	
                In
                  Item C, by deleting the existing language and inserting in lieu
                  thereof
                  the following:

              


      

       

      “The
        number of shares of Common Stock determined pursuant to the schedule in Item
        A
        will be issued to the Recipient if the Recipient does not cease to be an
        employee of the Company or an Affiliate before December 31, [2006 or 2007,
        as
        set forth in the original Agreement]. A portion of the number of shares of
        Common Stock determined pursuant to the schedule in Item A will be issued
        to the
        Recipient if the Recipient ceases to perform services before December 31,
        [2006
        or 2007] as an employee of the Company or an Affiliate due to the Recipient’s
        death, Disability, retirement upon or after reaching age 65, or termination
        of
        employment by the Company or an Affiliate without Cause. Such portion shall
        be
        equal to the number of shares of Common Stock pursuant to the schedule in
        Item
        A, multiplied by a fraction, the numerator of which is the number
        of


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

      days
        of
        the Recipient’s employment by the Company and its Affiliates from and including
        January 1, [2004 or 2005, as set forth in the original Agreement], through
        the
        date of death, Disability, retirement upon or after reaching age 65, or
        termination of employment by the Company or an Affiliate without Cause, and
        the
        denominator of which is the number of days from and including January 1,
        [2004
        or 2005, as set forth in the original Agreement] through December 31, [2006
        or
        2007, as set forth in the original Agreement] (provided that in any such
        event,
        the Committee of the Board of Directors may, in its sole discretion, provide
        by
        written resolution that a greater portion of the number of shares shall be
        issued). Fractional shares will be disregarding and will not be
        issued.”

       

      
        	 	
                3.

              	
                In
                  Item D, by deleting the existing language of Item D and inserting
                  in lieu
                  thereof the following:

              


      

       

      “Notwithstanding
        any other provision of the schedule, if a Change in Control occurs before
        December 31, [2006 or 2007, as set forth in the original Agreement] and
        (1) the Recipient remains an Employee of the Company or an Affiliate until
        the occurrence of the Change in Control, then the number of shares of Common
        Stock determined pursuant to the schedule in Item A will be issued to the
        Recipient as of the date of the Change in Control and the Performance Restricted
        Stock Rights will terminate as of such date.”

       

      
        	 	
                4.

              	
                In
                  Item F, by deleting the existing language of Item F and inserting
                  in lieu
                  thereof the following:

              


      

       

      “If
        the
        Recipient is entitled to shares of Common Stock pursuant to this Schedule,
        a
        share certificate shall be issued as soon as reasonably practicable after
        the
        date the Recipient becomes entitled to the shares of Common Stock pursuant
        to
        the provisions of Item C or Item D, as applicable.”

       

      Except
        as
        specifically amended hereby, the Agreement shall remain in full force and
        effect
        as prior to this Amendment.

       

      

        
          	 	
                   

                  THERAGENICS
                    CORPORATION

                
	 	 
	 	
                   

                  By: 
                    ____________________________________

                
	 	
                   

                  Title: 
                    ___________________________________

                
	 	 
	 	
                   

                  RECIPIENT

                
	 	 
	 	
                   

                  _______________________________________