Exhibit 10.1
AMENDMENT, WAIVER AND RELEASE
AGREEMENT
THIS AGREEMENT, made this
«Execution_DAY» day of «Execution_MONTH»,
2005, by and between Novoste Corporation, a Florida corporation,
with its principal offices at 4350 International Boulevard,
Norcross, Georgia 30093 (the “Company”) and
«FirstName» «LastName» (the
“Executive”) residing at
«Address1»«Address2», «City»,
«State» «PostalCode».
WHEREAS, the Company and the
Executive entered into an Amended and Restated Termination
Agreement (the “Termination Agreement”) on or about the
«Termination_Agmt_DAY» day of
«Termination_Agmt_MONTH»,
«Termination_Agmt_YEAR», whereby the Company agreed to
provide certain benefits to the Executive in the event that there
was a change of control during the term of the Termination
Agreement, as such term was defined in the Termination Agreement;
and
WHEREAS, the management and Board of
Directors of the Company are engaged in the analysis and
consideration of certain strategic alternatives for the Company,
which strategic alternatives may result in a change in control, as
such term is defined in the Termination Agreement; and
WHEREAS, in order to successfully
complete the transactions being reviewed and considered by the
Company it will be necessary to reduce the amount of money paid to
executives in the event of a change in control; and
WHEREAS, in the event that a
strategic transaction is not completed by the Company, it is the
belief of the Executive that s/he may, therefore, not have the
ability or opportunity to be paid any amounts of compensation as a
change of control payment, and would instead, in the event of
her/his termination by the Company, receive a substantially smaller
amount as severance pay; and
WHEREAS, the Executive desires to
amend the Termination Agreement, waive a portion of her/his change
in control payment thereunder and release the Company from its
obligation under the Termination Agreement for the specific purpose
of enabling the Company to negotiate a strategic transaction with
Best Medical International, Inc. (“Best”) or Eckert
& Ziegler, AG (“Eckert & Ziegler”), in the
form of any acquisition by Eckert & Ziegler of a majority of
the Company’s common stock through a tender offer, or the
acquisition by Best of the assets of the Company’s vascular
brachytherapy business, or with ONI Medical Systems, Inc.
(“ONI”), in the form of the Company’s
acquisition, by merger, of ONI, (collectively, the
“Transaction”).
NOW, THEREFORE, in order to assure
the Company that it will have the cont
