Exhibit
10.20A
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT
(this “Amendment”) is dated December 31, 2008, between
Theragenics Corporation, a Delaware corporation (the
“Company”), and Francis J. Tarallo (the
“Employee”).
INTRODUCTION
The Company and the Employee are parties to that
certain Employment Agreement dated August 10, 2005 (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 deleting
paragraphs (i) and (ii) from Section 1(l) and inserting in lieu
thereof the following:
“(i) the Employee’s authority,
duties or responsibilities are materially diminished without the
Employee’s written consent, (ii) the Employee is
required to report to a position that has materially less
authority, duties or responsibilities than the position to which
the Employee previously reported, without the Employee’s
written consent,”
2. 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.”
3. 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 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 Emplo
