Exhibit
10.11C
AMENDMENT TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT
(the “Amendment”) is dated December 31, 2008, between
THERAGENICS CORPORATION, a Delaware corporation (the
“Company”) and M. CHRISTINE JACOBS, an individual
resident of Georgia (the “Executive”).
INTRODUCTION:
The Company and
the Executive entered into that certain employment agreement dated
April 13, 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.
NOW,
THEREFORE, and in
consideration of the Executive’s continued employment with
the Company, the Company and the Executive hereby mutually agree
that the Employment Agreement is amended as follows:
1. By adding
the following to the end of Section 9(c):
“(i) If
the Company wishes to terminate the Executive’s employment as
a result of a Disability, the Company must provide the written
Notice of Termination at least thirty (30) days in advance of the
Date of Termination.
(ii)
If the Executive wishes to terminate her employment for Good
Reason, the Executive must give written Notice of Termination at
least ten (10) days before the Date of Termination; provided,
however, that if the Company cures the event within such ten (10)
day period, the Executive may not resign for Good
Reason.
(iii) If
the Executive wishes to terminate her employment without Good
Reason, the Executive must give written Notice of Termination at
least two (2) weeks before the Date of Termination; provided, in
the sole discretion of the Company, the Company may waive such
notice.
(iv) If
the Company wishes to terminate the Executive’s employment
without Cause, the Company must give the Executive written Notice
of Termination at least two (2) weeks before the Date of
Termination.
(v) If
the Company wishes to terminate the Executive’s employment
for Cause, the Company may terminate the Executive’s
employment as soon as the Notice of Termination is
given.”
2.
By deleting the existing language of Section 10(a)(i), 10(c)(i) and
10(d)(i) and inserting in lieu thereof the following
language:
“payment
of all Accrued Obligations;”
3.
By adding the following to the end of Section 10(a)(ii) before the
semicolon:
“, which sum shall be payable in one lump
sum in cash as soon as practicable but no later than ninety (90)
days following the Date of Termination, provided, however, that if
the Executive is a ‘specified employee’ within the
meaning of Code Section 409A, then to the extent required to avoid
a tax under Code Section 409(A), payment shall be delayed until six
(6) months after the Date of Termination, and provided further,
that any payment made after the Date of Termination will be
increased by interest at the applicable federal rate under Code
Section 1274(d) from the Date of Termination until the date of
payment”.
4.
By deleting the existing language of Sections 10(a)(iv) and
10(c)(iii) and adding in lieu thereof the following
language:
“two (2)
times the annual amount that the Company most recently paid to
Executive to allow Executive to purchase supplemental long-term
disability insurance and the related tax gross-up thereon paid by
the Company, payable at the same time as the payment in Section
10(a)(ii) (with interest as provided in Section 10(a)(ii)), and
continued group health (including dental) plan coverage (other than
under a flexible spending arrangement) for Executive (and
Executive’s spouse and eligible dependents to the extent they
were covered before t
