ex10-13c.htm


    
      

    

    Exhibit
10.13C

     

    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    THIS AMENDMENT (this “Amendment”) is
dated December 31, 2008, between Theragenics Corporation, a Delaware corporation
(the “Company”), and Michael O’Bannon (the “Employee”).

    


    INTRODUCTION

     

    The
Company and the Employee are parties to that certain Employment Agreement dated
January 1, 2000, as amended (the “Employment Agreement”).  The parties
hereto now desire to amend the Employment Agreement to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).

     

    NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth, the
parties hereby agree to amend the Employment Agreement as follows:

     

    1.    By adding the
following new Section 1(r):

     

    “ ‘Termination of
employment’ and similar terms refer solely to a ‘separation from service’
within the meaning of Section 409A of the Internal Revenue Code of 1986, as
amended and regulations issued thereunder.”

     

    2.    By deleting
the last two sentences of Section 4(e) and inserting in lieu thereof the
following:

     

    “Payments
under this Section 4(e) shall be paid in substantially equal installments no
less frequently than monthly over the one year from the date of termination,
except that payments shall commence within sixty (60) days following termination
of employment and the first payment shall include all payments accrued up to the
date of payment.  Notwithstanding the foregoing, if the Employee is a
‘specified employee’ within the meaning of Code Section 409A, then to the extent
the payment of severance hereunder would cause the Employee to incur tax under
Code Section 409A, payment shall be delayed until six (6) months after the
Employee’s termination of employment, at which time the Employee shall be paid a
lump sum equal to what otherwise would have been the first six months’ of such
payments, and thereafter payment of the unpaid balance shall continue in what
otherwise would have been the original payment schedule for such unpaid
balance.  All payments under this Section that are made after the date
that they would be paid if the Employee had continued employment shall be
increased by interest from such date to the date of payment at the applicable
federal rate under Code Section 1274(d).”

    


    3.    By deleting
the last two sentences of Section 4(f) and inserting in lieu thereof the
following:

     

    “Payments
under this Section 4(f) shall be paid in substantially equal installments no
less frequently than monthly over the two years from the date of termination,
except that payments shall commence within sixty (60) days following termination
of employment and the first payment shall include all payments accrued up to the
date of payment.  Notwithstanding the foregoing, if the Employee is a
‘specified employee’ within the meaning of Code Section 409A, then to the extent
the payment of severance hereunder would cause the Employee to incur tax under
Code Section 409A, payment shall be delayed until six (6) months after the
Employee’s termination of employment, at which time the Employee shall be paid a
lump sum equal to what otherwise would have been the first six months’ of such
payments, and thereafter payment of the unpaid balance shall continue in what
otherwise would have been the original payment schedule for such unpaid
balance.  All payments under this Section that are made after the date
that they would be paid if the Employee had continued employment shall be
increased by interest from such date to the date of payment at the applicable
federal rate under Code Section 1274(d).”

    


    
      
        
        

      

      
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    4.    By adding the
following to the end of Section 4(g):

     

    “The
Company shall provide the release agreement to Employee in sufficient time so
that if Employee timely executes and returns the release agreement to the
Company, the revocation period shall expire before the date that severance
payments are required to commence.”

    


    5.    By adding the
following new Section 4(h):

    


    “For
purposes of Code Section 409A, the entitlement to the series of installment
payments set forth in Sections 4(e) and 4(f) shall be treated as the right to a
series of separate payments, and shall not be treated as the entitlement to a
single payment.”

    


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

    


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

     

    
      	 
      	
              THE
      COMPANY:

            
	 
      	 
      
	 
      	
              THERAGENICS
      CORPORATION

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:  /s/ Bruce W.
      Smith

            
	 
      	 
      
	 
      	
              Title:  Secretary

            
	 
      	 
      
	 
      	 
      
	 
      	
              THE
      EMPLOYEE

            
	 
      	 
      
	 
      	
              /s/ Michael
      O’Bannon

            
	 
      	
              Michael
      O’Bannon

            


    

     

     

     

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