DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2005

Novoste Corporation

(Exact name of registrant as specified in its charter)

Florida	0-20727	59-2787476
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4350 International Blvd. Norcross, GA	30093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 717-0904

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 11, 2005, Novoste Corporation (the “Company”) entered into letter agreements with each of Alfred J. Novak, President and Chief Executive Officer, Daniel G. Hall, Vice President, General Counsel and Secretary, and Subhash C. Sarda, Vice President and Chief Financial Officer (collectively, the “Letter Agreements”), which provide as follows:

Letter Agreement with Mr. Novak

The letter agreement with Mr. Novak provides that Mr. Novak will continue to be employed by the Company through March 31, 2006 at which time his employment will terminate, subject to the option of the Company to extend Mr. Novak’s employment through April 30, 2006. During the period of his employment, Mr. Novak will be entitled to receive his base salary at the rate currently in effect and all accompanying benefits of employment. In addition, under the terms of the letter agreement, Mr. Novak will be entitled to receive the following payments and benefits:

• a payment of $579,200 which was paid on the date of execution of the letter agreement;

• a payment of $142,300 to be paid on January 2, 2006; provided, however, that if there is a change in the composition of the Company’s board of directors as set forth in the letter agreement (a “Company Board Change”), this payment will be accelerated and paid upon the occurrence of such event (to the extent such payment has not been previously made);

• payments of $27,375 to be paid at the end of January, February and March 2006, unless Mr. Novak has voluntarily terminated his employment prior to the receipt of such payments without “good reason” as defined in the letter agreement; provided, however, that if there is a Company Board Change, these payments will be accelerated and paid upon the occurrence of such event; and provided further, however, that if Mr. Novak voluntarily terminates his employment without “good reason” prior to March 31, 2006 after his receipt of any such accelerated payments, he must repay to the Company a pro rata portion of such payments based on the number of days prior to March 31, 2006 that his employment terminated;

• a payment of $18,250 to be paid on April 30, 2006 if the Company elects to extend Mr. Novak’s employment to April 30, 2006;

• a payment of $30,522 for health insurance benefits to be paid on December 31, 2005;

• amounts representing the value of Mr. Novak’s vested benefits under the Company’s 401(k) plan, to be paid out in accordance with such plan;

• continuation of Mr. Novak’s travel and housing arrangements;

• amounts representing four weeks of accrued but unused personal and vacation time; and

• unreimbursed business expenses and up to $10,000 to reimburse any reasonable legal expenses incurred by Mr. Novak in connection with the letter agreement.

Pursuant to the letter agreement and subject to the last sentence of this paragraph, Mr. Novak (a) releases the Company from any liabilities or obligations of the Company to Mr. Novak under the Employment Agreement, dated October 8, 2002 (the “Novak Employment Agreement”), between the Company and Mr. Novak (other than for Mr. Novak’s travel and housing benefit) and under the Amended and Restated Termination Agreement, dated May 30, 2003, as amended on May 18, 2005 (the “Novak Termination Agreement”), between the Company and Mr. Novak, and (b) acknowledges that the payments to be made pursuant to the letter agreement represent all consideration that Mr. Novak is entitled to receive from the Company (other than any rights to indemnification to which Mr. Novak may be entitled or Mr. Novak’s travel and housing benefit) and that the letter agreement supersedes in its entirety the Novak Termination Agreement and supersedes the Novak Employment Agreement other than Mr. Novak’s travel and housing benefit and certain specified sections unrelated to compensation. In the event Mr. Novak’s letter agreement with the Company is the subject of any litigation or adversary proceeding that is not initiated by Mr. Novak, the release by Mr. Novak of the Company as described above becomes null and void and Mr. Novak will receive under the Novak Termination Agreement or Novak Employment Agreement, such payments as he is entitled to receive thereunder, offset by certain of the payments described above to the extent such payments have previously been made to Mr. Novak.

Letter Agreement with Mr. Hall

The letter agreement with Mr. Hall provides that Mr. Hall will continue to be employed by the Company through December 31, 2005 at which time his employment will terminate. During such period, Mr. Hall will be entitled to receive his base salary at the rate currently in effect and all accompanying benefits of employment. In addition, under the terms of the letter agreement, Mr. Hall will be entitled to receive the following payments and benefits:

• a payment of $258,000 which was paid on the date of execution of the letter agreement;

• a payment of $63,500 to be paid on the later of January 2, 2006 or the date on which Mr. Hall has completed certain agreed upon tasks; provided, however, that if there is a Company Board Change, this payment will be accelerated and paid upon the occurrence of such event (to the extent such payment has not been previously made);

• a payment of $30,074 for health insurance benefits to be paid on December 31, 2005;

• amounts representing the value of Mr. Hall’s vested benefits under the Company’s 401(k) plan, to be paid out in accordance with such plan;

• amounts representing four weeks of accrued but unused personal and vacation time; and

• unreimbursed business expenses and up to $5,000 to reimburse any reasonable legal expenses incurred by Mr. Hall in connection with the letter agreement.

In the letter agreement, Mr. Hall releases the Company from any liabilities or obligations of the Company to Mr. Hall under the Executive Retention Bonus Agreement dated April 1, 2004, as amended on October 11, 2004, between the Company and Mr. Hall (the “Hall Retention Agreement”) for severance payments and under the Amended and Restated Termination Agreement, dated May 30, 2003, as amended on May 18, 2005, between the Company and Mr. Hall (the “Hall Termination Agreement”). Mr. Hall further acknowledges that the payments to be made pursuant to the letter agreement represent all consideration that Mr. Hall is entitled to receive from the Company (other than any rights to indemnification to which Mr. Hall may be entitled) and that the letter agreement supersedes in its entirety the Hall Termination Agreement and supersedes the Hall Retention Agreement with respect to the Company’s obligation to pay severance.

Letter Agreement with Mr. Sarda

The letter agreement with Mr. Sarda provides that Mr. Sarda will continue to be employed by the Company through February 28, 2006 at which time his employment will terminate, except that Mr. Sarda’s employment may terminate earlier than February 28, 2006 (but not earlier than December 31, 2005) at his election in the event he has secured new employment that requires him to commence employment with such new employer prior to February 28, 2006. During the period of his employment, Mr. Sarda will be entitled to receive his base salary at the rate currently in effect and all accompanying benefits of employment. In addition, under the terms of the letter agreement, Mr. Sarda will be entitled to receive the following payments and benefits:

• a payment of $242,400 which was paid on the date of execution of the letter agreement;

• a payment of $59,600 to be paid on the later of January 2, 2006 or the date on which Mr. Sarda has completed certain agreed upon tasks; provided, however, that if there is a Company Board Change, this payment will be accelerated and paid upon the occurrence of such event (to the extent such payment has not been previously made);

• payments of $15,000 to be paid at the end of January and February 2006, unless Mr. Sarda has voluntarily terminated his employment prior to the receipt of such payments; provided, however, that if there is a Company Board Change, these payments will be accelerated and paid upon the occurrence of such event; and provided further, however, that if Mr. Sarda voluntarily terminates his employment prior to February 28, 2006 after his receipt of any such accelerated payments, he must repay to the Company a pro rata portion of such payments based on the number of days prior to February 28, 2006 that his employment terminated;

• a payment of $39,963 for health insurance benefits to be paid on December 31, 2005;

• amounts representing the value of Mr. Sarda’s vested benefits under the Company’s 401(k) plan, to be paid out in accordance with such plan;

• amounts representing four weeks of accrued but unused personal and vacation time; and

• unreimbursed business expenses and up to $5,000 to reimburse any reasonable legal expenses incurred by Mr. Sarda in connection with the letter agreement.

In the letter agreement, Mr. Sarda releases the Company from any liabilities or obligations of the Company to Mr. Sarda under the Executive Retention Bonus Agreement dated April 1, 2004, as amended on October 11, 2004, between the Company and Mr. Sarda (the “Sarda Retention Agreement”) for severance payments and under the Amended and Restated Termination Agreement, dated April 23, 2004, as amended on May 18, 2005, between the Company and Mr. Sarda (the “Sarda Termination Agreement”). Mr. Sarda further acknowledges that the payments to be made pursuant to the letter agreement represent all consideration that Mr. Sarda is entitled to receive from the Company (other than any rights to indemnification to which Mr. Sarda may be entitled) and that the letter agreement supersedes in its entirety the Sarda Termination Agreement and supersedes the Sarda Retention Agreement with respect to the Company’s obligation to pay severance.

* * * *

The Company agreed in each of the Letter Agreements that the Novoste Corporation Executive Rabbi Trust created by the Company on May 20, 2005, and subsequently amended on July 15, 2005 (the “Executive Rabbi Trust”), would not be terminated by the Company prior to July 15, 2006. The aggregate payments to be made by the Company pursuant to the Letter Agreements and certain settlement and release agreements also entered into by the Company on November 11, 2005 with six former officers of the Company (the “Additional Release Agreements”) total approximately $1,717,000 (not including ongoing base salary and benefits through the termination of employment with respect to Messrs. Novak, Hall and Sarda). Subject to the satisfaction of certain contingencies, the Company estimates that as a result of the Letter Agreements and the Additional Release Agreements, and the waiver pursuant thereto of certain potential change in control payments, the Executive Rabbi Trust was over-funded in an aggregate amount equal to approximately $1,000,000 (plus an additional $500,000 allocated for legal costs that may be incurred by beneficiaries in obtaining distributions from the Trusts).

Payments made by the Company pursuant to the Letter Agreements are subject to applicable deductions, including without limitation, federal and state withholding.

The above description of the Letter Agreements does not purport to be a complete statement of the parties’ rights and obligations under those agreements. The above description is qualified in its entirety by reference to the Letter Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.

Item. 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Pursuant to the Letter Agreements described above under Item 1.01, (a) Mr. Novak and the Company agreed that Mr. Novak’s employment with the Company would terminate effective March 31, 2006, subject to a one month extension through April 30, 2006 at the option of the Company, (b) Mr. Hall and the Company agreed that Mr. Hall’s employment with the Company would terminate effective December 31, 2005, and (c) Mr. Sarda and the Company agreed that Mr. Sarda’s employment with the Company would terminate effective February 28, 2006, except that Mr. Sarda’s employment may terminate earlier than February 28, 2006 (but not earlier than December 31, 2005) at his election in the event he has secured new employment that requires him to commence employment prior to February 28, 2006.

Item 8.01. Other Events.

On November 14, 2005, the Company’s board of directors authorized and approved a plan of dissolution pursuant to which the Company would be dissolved and liquidated. The dissolution and liquidation is subject to approval by the Company’s shareholders, and implementation by the board. The board’s recommendation to dissolve and liquidate Novoste was based on:

• its determination in February 2005 that the Company’s vascular brachytherapy, or VBT, business, which is currently the Company’s only business line, was no longer viable, resulting in the authorization at that time for a staged wind down of the VBT business;

• the unsuccessful solicitation of shareholders to approve the issuance of shares to permit Novoste to acquire, by merger, ONI Medical Systems, Inc. (“ONI”), and the resulting termination of the merger agreement with ONI;

• the absence of any other definitive or clear alternative that would provide the opportunity for the Company’s shareholders to receive value for their shares of common stock; and

• the desire of the board to provide shareholders with an opportunity to liquidate their investment in the Company.

The board believes that no reasonable business alternatives currently exist for the Company. If the Company were to continue in existence, it would continue to incur accounting, legal and other expenses in connection with its required filings with the Securities and Exchange Commission (the “SEC”), and its day-to-day operations. The board has determined that the benefit to the Company’s shareholders of receiving cash pursuant to an orderly liquidation of the Company over time outweighs any potential for future development of a profitable business opportunity by the Company, particularly in view of the board’s extensive efforts to identify and implement strategic and financial alternatives for the company during the past few years.

Assuming the approval by shareholders of the dissolution and liquidation, it is the current intention of the board of directors that the dissolution will be commenced promptly following such approval. However, following the vote, if the board determines that dissolution and liquidation are not in the best interests of the Company and its shareholders, the board may direct that the plan of dissolution be abandoned.

The Company filed a preliminary proxy statement with the SEC on November 15, 2005 that relates to a special meeting of shareholders to consider, among other proposals, the approval of the plan of dissolution, and which further describes the proposal to dissolve and liquidate the Company.

Investors and security holders are urged to read the definitive proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information. A definitive proxy statement will be sent to each Novoste shareholder. Investors and security holders may obtain (when it is available) a free copy of the definitive proxy statement filed by Novoste with the SEC at the SEC’s website at www.sec.gov. The definitive proxy statement also may be obtained for free by directing a request to:

Novoste Corporation

4350 International Blvd

Norcross, GA 30093

Attn: Corporate Secretary

(770) 717-0904

Novoste and its directors and executive officers may be deemed to be participants in the solicitation of proxies of Novoste stockholders to approve the above referenced proposal. Information about the directors and executive officers and their ownership of Novoste common stock is included in Novoste’s proxy statement for its 2005 special meeting in lieu of an annual meeting of stockholders, which it filed with the SEC on August 4, 2005. This document is available free of charge at the SEC’s website at www.sec.gov. and from Novoste as described above.

Item. 9.01. Financial Statements and Exhibits.

(c) Exhibits

10.1 Letter Agreement, dated as of November 11, 2005, between Novoste Corporation and Alfred J. Novak

10.2 Letter Agreement, dated as of November 11, 2005, between Novoste Corporation and Daniel G. Hall

10.3 Letter Agreement, dated as of November 11, 2005, between Novoste Corporation and Subhash C. Sarda

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NOVOSTE CORPORATION
By:	/s/ Daniel G. Hall
	Daniel G. Hall Vice President, Secretary and General Counsel

Date: November 17, 2005

EXHIBIT INDEX

10.1	Letter Agreement, dated as of November 11, 2005, between Novoste Corporation and Alfred J. Novak
10.2	Letter Agreement, dated as of November 11, 2005, between Novoste Corporation and Daniel G. Hall
10.3	Letter Agreement, dated as of November 11, 2005, between Novoste Corporation and Subhash C. Sarda

EX-10.1

Exhibit 10.1

LETTER AGREEMENT

THIS LETTER AGREEMENT (the “Letter Agreement”) is entered into this 11^th day of November, 2005, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Alfred J. Novak, a Florida resident, (hereinafter referred to as the “Executive”). The Company and the Executive are hereinafter referred to, collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties have entered into an Amended and Restated Termination Agreement dated May 30, 2003, as amended on May 18, 2005 (the agreement, as amended, is hereinafter referred to as the “Termination Agreement”), pursuant to which the Executive is entitled to receive certain payments upon a termination of his employment without Cause or for Good Reason (each as defined in the Termination Agreement) following a Change in Control (as defined in the Termination Agreement); and

WHEREAS, the Parties have also entered into an employment agreement dated October 8, 2002 (the “Employment Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to enter into this Letter Agreement, which shall supersede the Employment Agreement and the Termination Agreement in their entirety, except as hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Termination of Employment: The Executive shall continue to be employed by the Company through March 31, 2006, at which point his employment, together with all accompanying benefits of employment, shall be deemed terminated. Notwithstanding the foregoing, the Executive agrees to extend his employment until April 30, 2006 at the request of the Company if the Company’s Annual Report on Form 10-K with respect to the year ending December 31, 2005 has not been filed with the Securities and Exchange Commission (“SEC”) by March 31, 2006, a Quarterly Report on Form 10-Q with respect to the quarter ending March 31, 2006 is required to be filed with the SEC or the Company otherwise determines that there are matters requiring the attention of the Executive. The date on which the Executive’s employment with the Company terminates in accordance with this Section 1 is referred to herein as the “Termination Date.” The Executive shall be entitled to his base salary at the rate in effect as of the date of this Letter Agreement through the Termination Date. The Executive shall perform

no further services for, and shall have no authority to act on behalf of, the Company after the Termination Date. In his capacity as Chief Executive Officer of the Company, the Executive will report directly to the Company’s Board of Directors and perform such duties and responsibilities as are from time to time directed by the Board of Directors consistent with the Executive’s position as Chief Executive Officer and the Company’s needs. Such duties and responsibilities may be performed at locations other than the Company’s offices in Norcross, Georgia as reasonably determined by the Company and the Executive. Nothing in this Letter Agreement shall preclude the Executive from interviewing for employment, as long as such activity does not substantially interfere with his performance of duties as Chief Executive Officer. In addition, nothing in this Letter Agreement shall preclude the Executive from continuing the affiliations and associations set forth in Paragraph 5 of the Conflict of Interest Agreement (as defined in the Employment Agreement) and any similar professional affiliations, or any civic, charitable or other non-professional activities that do not significantly interfere with his performance of services to the Company.

2. Certain Payments: Subject to the Executive’s acceptance and compliance with all of the terms and conditions set forth in this Letter Agreement, the Company shall pay to the Executive the following payments:

(i) a first payment (the “First Payment) in the amount of $579,200, payable in a lump sum by the Company upon the Executive’s execution of this Letter Agreement, less applicable deductions, including, without limitation, federal and state withholding;

(ii) a second payment (the “Second Payment”) in the amount of $142,300, less applicable deductions, including, without limitation, federal and state withholding, to be paid on January 2, 2006. Notwithstanding the foregoing, if the composition of the Company’s Board of Directors changes such that the number of directors on the Board of Directors who are directors of the Board of Directors as of the date of this Letter Agreement is less than the number of directors on the Board of Directors who are not directors of the Board of Directors as of the date of this Letter Agreement, the Executive shall be entitled to immediate payment of the Second Payment (to the extent such payment has not previously been made);

(iii) a third payment (the “Third Payment”) in the amount of $27,375 to be paid on January 31, 2006, a fourth payment (the “Fourth Payment”) in the amount of $27,375 to be paid on February 28, 2006 and a fifth payment (the “Fifth Payment”, and together with the Third Payment and the Fourth Payment, the “2006 Payments”) in the amount of $27,375 to be paid on March 31, 2006, in each case less applicable deductions, including without

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limitation, federal and state withholding; provided, that, the Executive shall not receive the 2006 Payments (to the extent any of the 2006 Payments have not previously been made) if the Executive voluntarily terminates employment with the Company without Good Reason (as defined in Section 2(v)) prior to March 31, 2006. Notwithstanding the foregoing, if the composition of the Company’s Board of Directors changes such that the number of directors on the Board of Directors who are directors of the Board of Directors as of the date of this Letter Agreement is less than the number of directors on the Board of Directors who are not directors of the Board of Directors as of the date of this Letter Agreement, the Executive shall be entitled to immediate payment of the 2006 Payments (to the extent any of such payments have not previously been made); provided, that, if the Executive voluntarily terminates his employment with the Company without Good Reason (as defined in Section 2(v)) prior to March 31, 2006, the Executive shall repay to the Company a pro-rata portion of the 2006 Payments based on the number of days between the date the Executive terminates employment and March 31, 2006 and the total number of days between December 31, 2005 and March 31, 2006; and

(iv) a sixth payment (the “Sixth Payment”) in the amount of $18,250, less applicable deductions, including without limitation, federal and state withholding, to be paid on April 30, 2006; provided, that, the Executive shall not receive the Sixth Payment if the Company does not elect to extend the Executive’s employment beyond March 31, 2006 or if the Executive voluntarily terminates employment with the Company without Good Reason (as defined in Section 2(v)) prior to April 30, 2006.

(v) For the purpose of Sections 2(iii) and 2(iv), “Good Reason” means any one or more of the following events: (a) a material breach of or default under this Letter Agreement by the Company which is not cured by the Company within five business days after the Company’s receipt of prior written notice thereof from the Executive or (b) a material reduction in the Executive’s duties or a material interference with the exercise of the Executive’s authority by the Company’s Board of Directors (not arising from any disabling physical or mental disability the Executive may sustain) which would be inconsistent with the Executive’s position as Chief Executive Officer of the Company and the same shall not have been remedied by the Company’s Board of Directors within five business days after the Board of Director’s receipt of prior written notice thereof from the Executive.

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3. Benefits: In addition to the foregoing payments to be made by the Company to the Executive, the Executive shall be entitled to the following:

(i) a one time lump sum payment of $30,522, less applicable deductions, including, without limitation, federal and state withholding, for health insurance benefits, to be paid on December 31, 2005.

(ii) the amounts representing the value of the Executive’s vested benefits under the Company’s 401(k) Plan, which shall be paid out in accordance with such Plan and the direction of the Executive.

(iii) continuation of the Executive’s travel and housing arrangement as set forth in Section 4(e) of his Employment Agreement through his Termination Date.

(iv) the amount of: (a) accrued but unused personal time and accrued but unused vacation time which the Parties confirm and agree totals four (4) weeks, and (b) unreimbursed business expenses of which the Executive is entitled to reimbursement under the Company’s policies, payable by the Company as soon as practicable after the Executive’s Termination Date, less applicable deductions, including, without limitation, federal and state withholding.

(v) an amount equal to a maximum $10,000, to be paid to the Executive as a reimbursement for reasonable legal fees incurred by the Executive in connection with the review of this Letter Agreement by his counsel; provided, that, the Executive submits appropriate documentation of such legal fees.

4. Certain Proceedings: (i) The Executive agrees to cooperate with the Company as a party or witness as reasonably requested by the Company or its counsel in connection with any pending or future litigation, arbitration, adversary proceeding or claim pertaining to events that occurred on or before the Termination Date in which the Company, its affiliates, directors, officers or employees, are involved or interested, including but not limited to giving interviews, reviewing documents, providing deposition or trial testimony and other related activities; provided, however, that the Executive shall not be required to engage in efforts that would interfere with his personal or business affairs. The Company will reimburse the Executive for out-of-pocket expenses incurred by the Executive in providing such cooperation.

(ii) In the event that this Letter Agreement shall become the subject of any litigation, arbitration, adversary proceeding or perfected legal claim that is not initiated by the Executive, Section 6 of this Letter Agreement shall be null and void with regard to the Executive’s release of claims under his Termination Agreement and Employment Agreement, and the Executive shall receive under the Termination Agreement or Employment Agreement, as applicable, such payments

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as he is entitled to receive thereunder; provided, that, (a) the First Payment, Second Payment, Third Payment, Fourth Payment, Fifth Payment and Sixth Payment shall each reduce any payments otherwise due to the Executive under the Termination Agreement or Employment Agreement, as applicable, and (b) in no event shall the Executive be entitled to severance payments under both the Employment Agreement and the Termination Agreement.

5. Resignations from Boards of Directors and Officerships: The Executive agrees, effective with the Termination Date, that he will resign from all of his positions as an officer of the Company and from all of his positions as a member of the board of directors and as an officer of any of the Company’s subsidiaries and/or affiliates and that the Executive shall execute all documentation reasonably requested by the Company to evidence such resignations; it being understood that the Executive shall not be required to resign his position as a member of the Board of Directors of the Company.

6. Release by the Executive: Except as otherwise expressly provided in Section 4(ii) of this Letter Agreement, the Executive hereby releases and forever discharges the Company from any and all causes of action, claims or demands, known or unknown, relating to any obligation or liability of the Company to the Executive under the Employment Agreement (other than the Executive’s travel and housing benefit in Section 4(e) of the Employment Agreement) or the Termination Agreement.

7. Complete Consideration: The Executive acknowledges and agrees that: (i) the above-described consideration is the total consideration which the Executive shall receive from the Company, (ii) he is not entitled to any additional payments or consideration of any kind whatsoever under any agreement with the Company or the Company’s policies or benefit plans (other than any rights to indemnification to which the Executive may be entitled, the Executive’s travel and housing benefit in Section 4(e) of the Employment Agreement and except as provided in Section 4(ii) of this Letter Agreement) and (iii) except as provided in Section 4(ii) of this Letter Agreement, this Letter Agreement supersedes in its entirety the Termination Agreement and supersedes the Employment Agreement with regard to all of its provisions, including, but not limited to, Sections 8(c) and 8(f) of the Employment Agreement relating to severance, other than: (a) the Executive’s travel and housing benefit under Section 4(e), and (b) the Executive’s obligations under the Company’s Confidentiality and Arbitration Agreement, Business Conduct Agreement, Conflict of Interest Agreement, Patent Agreement, and Unfair Competition Agreement.

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8. Further Actions: Each of the Parties shall use such Party’s commercially reasonable efforts to take such actions as may be necessary or reasonably requested by the other Party hereto to carry out and consummate the transactions contemplated by this Letter Agreement.

9. Rabbi Trust: The Company confirms and agrees that the Rabbi Trust created by the Company on May 20, 2005, and subsequently amended on July 15, 2005 (the “Rabbi Trust”), shall not be terminated by the Company prior to July 15, 2006. The Parties agree and acknowledge that the payments made pursuant to this Letter Agreement are payments made under a “Plan” within the meaning of the Rabbi Trust.

10. Governing Law: This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the conflict of law principles thereof. The Parties intend that the payments made pursuant to this Letter Agreement shall not be considered payments made pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

11. Severability: Should any provisions of this Letter Agreement be held to be illegal, void or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of any such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Letter Agreement.

12. Entire Agreement: This Letter Agreement contains the complete understanding between the Company and the Executive, and no other promises or agreements shall be binding unless in writing and signed by such Parties.

13. Enforcement: The Executive shall be entitled to reimbursement for reasonable legal fees incurred by the Executive in taking action to collect amounts due under or otherwise to enforce this Letter Agreement; provided, that, the Executive submits appropriate documentation of such legal fees.

14. Counterparts: This Letter Agreement may be executed in counterparts, each of which shall be deemed to constitute an original and all of which taken together shall constitute one and the same instrument.

The Executive acknowledges that he has reviewed this Letter Agreement and the release contained in it with the advice and assistance of counsel or, if he has not sought or obtained the advice or assistance of counsel, hereby voluntarily, knowingly and freely waives his right to such

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advice and assistance. By signing below, the Company and the Executive acknowledge and agree that they have carefully read and understand the terms of this Letter Agreement, enter into this Letter Agreement knowingly, voluntarily and of their own free will, understand its terms and significance and intend to abide by its provisions without exception.

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IN WITNESS WHEREOF, the Parties hereto have executed this Letter Agreement as of the date indicated opposite their respective names.

Date:
November 11, 2005	/s/ Alfred J. Novak
	ALFRED J. NOVAK
	NOVOSTE CORPORATION
Date:
November 11, 2005	By:	/s/ William E. Whitmer
	Name:	William E. Whitmer

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EX-10.2

Exhibit 10.2

LETTER AGREEMENT

THIS LETTER AGREEMENT (the “Letter Agreement”) is entered into this 11^th day of November, 2005, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Daniel G. Hall (hereinafter referred to as the “Executive”). The Company and the Executive are hereinafter referred to, collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties have entered into an Amended and Restated Termination Agreement dated May 30, 2003, as amended on May 18, 2005 (the agreement, as amended, is hereinafter referred to as the “Termination Agreement”), pursuant to which the Executive is entitled to receive certain payments upon a termination of his employment without Cause or for Good Reason (each as defined in the Termination Agreement) following a Change in Control (as defined in the Termination Agreement); and

WHEREAS, the Parties have also entered into an Executive Retention Bonus Agreement dated April 1, 2004, as amended on October 11, 2004 (the “Retention Bonus Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to enter into this Letter Agreement, which shall supersede the Termination Agreement in its entirety and the Retention Bonus Agreement with regard to severance payments from the Company.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Termination of Employment: The Executive shall continue to be employed by the Company through December 31, 2005, at which point his employment, together with all accompanying benefits of employment, shall be deemed terminated. Notwithstanding the foregoing, if the Company notifies the Executive that the Company wishes to continue the Executive’s employment beyond December 31, 2005, the Parties agree to negotiate in good faith regarding the terms and conditions of such an extension. The date on which the Executive’s employment with the Company terminates is referred to herein as the “Termination Date.” The Executive shall be entitled to his base salary at the rate in effect as of the date of this Letter Agreement through the Termination Date. The Executive shall perform no further services for, and shall have no authority to act on behalf of, the Company after the Termination Date.

2. Certain Payments: Subject to the Executive’s acceptance and compliance with all of the terms and conditions set forth in this Letter Agreement, the Company shall pay to the Executive the following payments:

(i) a first payment in the amount of $258,000, payable in a lump sum by the Company upon the Executive’s execution of this Letter Agreement, less applicable deductions, including, without limitation, federal and state withholding; and

(ii) a second payment (the “Second Payment”) in the amount of $63,500, less applicable deductions, including, without limitation, federal and state withholding, to be paid on the later of: (a) January 2, 2006 or (b) the date on which the Executive has completed the tasks set forth on Exhibit A hereto to the reasonable satisfaction of the Company as determined by the Company’s Chief Executive Officer. Notwithstanding the foregoing, if the composition of the Company’s Board of Directors changes such that the number of directors on the Board of Directors who are directors of the Board of Directors as of the date of this Letter Agreement is less than the number of directors on the Board of Directors who are not directors of the Board of Directors as of the date of this Letter Agreement, the Executive shall be entitled to immediate payment of the Second Payment (to the extent such payment has not previously been made); provided, that, notwithstanding the receipt of the Second Payment, the Executive shall still be obligated to complete the tasks set forth on Exhibit A hereto as promptly as reasonably practicable.

3. Benefits: In addition to the foregoing payments to be made by the Company to the Executive, the Executive shall be entitled to the following:

(i) a one time lump sum payment of $30,074, less applicable deductions, including, without limitation, federal and state withholding, for health insurance benefits, to be paid on December 31, 2005.

(ii) the amounts representing the value of the Executive’s vested benefits under the Company’s 401(k) Plan, which shall be paid out in accordance with such Plan and the direction of the Executive.

(iii) the amount of: (a) accrued but unused personal time and accrued but unused vacation time which the Parties confirm and agree totals four (4) weeks, and (b) unreimbursed business expenses of which the Executive is entitled to reimbursement under the Company’s policies, payable by the Company as soon as practicable after the Executive’s Termination Date, less applicable deductions, including, without limitation, federal and state withholding.

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(iv) an amount equal to a maximum $5,000, to be paid to the Executive as a reimbursement for reasonable legal fees incurred by the Executive in connection with the review of this Letter Agreement by his counsel; provided, that, the Executive submits appropriate documentation of such legal fees.

4. Certain Proceedings: The Executive agrees to cooperate with the Company as a party or witness as reasonably requested by the Company or its counsel in connection with any pending or future litigation, arbitration, adversary proceeding or claim pertaining to events that occurred on or before the Termination Date in which the Company, its affiliates, directors, officers or employees, are involved or interested, including but not limited to giving interviews, reviewing documents, providing deposition or trial testimony and other related activities; provided, however, that the Executive shall not be required to engage in efforts that would interfere with his personal or business affairs. The Company will reimburse the Executive for out-of-pocket expenses incurred by the Executive in providing such cooperation.

5. Resignations from Boards of Directors and Officerships: The Executive agrees, effective with the Termination Date, that he will resign from all of his positions as a member of the Board of Directors and as an officer of the Company and of any of its subsidiaries and/or affiliates and that the Executive shall execute all documentation reasonably requested by the Company to evidence such resignations.

6. Release by the Executive: The Executive hereby releases and forever discharges the Company from any and all causes of action, claims or demands, known or unknown, relating to any obligation or liability of the Company to the Executive under the Retention Bonus Agreement for severance payments or the Termination Agreement.

7. Complete Consideration: The Executive acknowledges and agrees that: (i) the above-described consideration is the total consideration which the Executive shall receive from the Company, (ii) he is not entitled to any additional payments or consideration of any kind whatsoever under any agreement with the Company or the Company’s policies or benefit plans (other than any rights to indemnification to which the Executive may be entitled) and (iii) this Letter Agreement supersedes in its entirety the Termination Agreement and supersedes the Retention Bonus Agreement with regard to the Company’s obligation to pay severance.

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8. Further Actions: Each of the Parties shall use such Party’s commercially reasonable efforts to take such actions as may be necessary or reasonably requested by the other Party hereto to carry out and consummate the transactions contemplated by this Letter Agreement.

9. Rabbi Trust: The Company confirms and agrees that the Rabbi Trust created by the Company on May 20, 2005, and subsequently amended on July 15, 2005 (the “Rabbi Trust”), shall not be terminated by the Company prior to July 15, 2006. The Parties agree and acknowledge that the payments made pursuant to this Letter Agreement are payments made under a “Plan” within the meaning of the Rabbi Trust.

10. Governing Law: This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the conflict of law principles thereof. The Parties intend that the payments made pursuant to this Letter Agreement shall not be considered payments made pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

11. Severability: Should any provisions of this Letter Agreement be held to be illegal, void or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of any such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Letter Agreement.

12. Entire Agreement: This Letter Agreement contains the complete understanding between the Company and the Executive, and no other promises or agreements shall be binding unless in writing and signed by such Parties.

13. Enforcement: The Executive shall be entitled to reimbursement for reasonable legal fees incurred by the Executive in taking action to collect amounts due under or otherwise to enforce this Letter Agreement; provided, that, the Executive submits appropriate documentation of such legal fees.

14. Counterparts: This Letter Agreement may be executed in counterparts, each of which shall be deemed to constitute an original and all of which taken together shall constitute one and the same instrument.

The Executive acknowledges that he has reviewed this Letter Agreement and the release contained in it with the advice and assistance of counsel or, if he has not sought or obtained the advice or assistance of

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counsel, hereby voluntarily, knowingly and freely waives his right to such advice and assistance. By signing below, the Company and the Executive acknowledge and agree that they have carefully read and understand the terms of this Letter Agreement, enter into this Letter Agreement knowingly, voluntarily and of their own free will, understand its terms and significance and intend to abide by its provisions without exception.

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IN WITNESS WHEREOF, the Parties hereto have executed this Letter Agreement as of the date indicated opposite their respective names.

Date:
November 11, 2005	/s/ Daniel G. Hall
	DANIEL G. HALL
	NOVOSTE CORPORATION
Date:
November 11, 2005	By:	/s/ William E. Whitmer
	Name:	William E. Whitmer

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EX-10.3

Exhibit 10.3

LETTER AGREEMENT

THIS LETTER AGREEMENT (the “Letter Agreement”) is entered into this 11^th day of November, 2005, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Subhash C. Sarda (hereinafter referred to as the “Executive”). The Company and the Executive are hereinafter referred to, collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties have entered into an Amended and Restated Termination Agreement dated April 23, 2004, as amended on May 18, 2005 (the agreement, as amended, is hereinafter referred to as the “Termination Agreement”), pursuant to which the Executive is entitled to receive certain payments upon a termination of his employment without Cause or for Good Reason (each as defined in the Termination Agreement) following a Change in Control (as defined in the Termination Agreement); and

WHEREAS, the Parties have also entered into an Executive Retention Bonus Agreement dated April 1, 2004, as amended on October 11, 2004 (the “Retention Bonus Agreement”); and

WHEREAS, the Company and the Executive have mutually agreed to enter into this Letter Agreement, which shall supersede the Termination Agreement in its entirety and the Retention Bonus Agreement with regard to severance payments from the Company.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Termination of Employment: The Executive shall continue to be employed by the Company through February 28, 2006, at which point his employment, together with all accompanying benefits of employment, shall be deemed terminated. Notwithstanding the foregoing, if: (i) the Company notifies the Executive that the Company wishes to continue the Executive’s employment beyond February 28, 2006, the Parties agree to negotiate in good faith regarding the terms and conditions of such an extension or (ii) the Executive accepts a job offer that requires him to commence employment prior to February 28, 2006, the Executive may terminate his employment with the Company before February 28, 2006, but no earlier than December 31, 2005. The date on which the Executive’s employment with the Company terminates is referred to herein as the “Termination Date.” The Executive shall be entitled to his base salary at the rate in effect as of the date of

this Letter Agreement through the Termination Date. The Executive shall perform no further services for, and shall have no authority to act on behalf of, the Company after the Termination Date.

2. Certain Payments: Subject to the Executive’s acceptance and compliance with all of the terms and conditions set forth in this Letter Agreement, the Company shall pay to the Executive the following payments:

(i) a first payment in the amount of $242,400, payable in a lump sum by the Company upon the Executive’s execution of this Letter Agreement, less applicable deductions, including, without limitation, federal and state withholding;

(ii) a second payment (the “Second Payment”) in the amount of $59,600, less applicable deductions, including, without limitation, federal and state withholding, to be paid on the later of: (a) January 2, 2006 or (b) the date on which the Executive has completed the tasks set forth on Exhibit A hereto to the reasonable satisfaction of the Company as determined by the Company’s Chief Executive Officer. Notwithstanding the foregoing, if the composition of the Company’s Board of Directors changes such that the number of directors on the Board of Directors who are directors of the Board of Directors as of the date of this Letter Agreement is less than the number of directors on the Board of Directors who are not directors of the Board of Directors as of the date of this Letter Agreement, the Executive shall be entitled to immediate payment of the Second Payment (to the extent such payment has not previously been made); provided, that, notwithstanding the receipt of the Second Payment, the Executive shall still be obligated to complete the tasks set forth on Exhibit A as promptly as reasonably practicable; and

(iii) a third payment (the “Third Payment”) in the amount of $15,000 to be paid on January 31, 2006 and a fourth payment (the “Fourth Payment”, and together with the Third Payment, the “2006 Payments”) in the amount of $15,000 to be paid on February 28, 2006, in each case less applicable deductions, including without limitation, federal and state withholding; provided, that, the Executive shall not receive the 2006 Payments (to the extent either of the 2006 Payments have not previously been made) if the Executive voluntarily terminates employment with the Company prior to February 28, 2006 for any reason. Notwithstanding the foregoing, if the composition of the Company’s Board of Directors changes such that the number of directors on the Board of Directors who are directors of the Board of Directors as of the date of this Letter Agreement is less than the number of directors on the Board of Directors who are not directors of the Board of Directors as of the date of this Letter Agreement, the Executive shall be

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entitled to immediate payment of the 2006 Payments (to the extent either of such payments have not previously been made); provided, that, if the Executive voluntarily terminates his employment with the Company prior to February 28, 2006, the Executive shall repay to the Company a pro-rata portion of the 2006 Payments based on the number of days between the date the Executive terminates employment and February 28, 2006 and the total number of days between December 31, 2005 and February 28, 2006.

3. Benefits: In addition to the foregoing payments to be made by the Company to the Executive, the Executive shall be entitled to the following:

(i) a one time lump sum payment of $39,963, less applicable deductions, including, without limitation, federal and state withholding, for health insurance benefits, to be paid on December 31, 2005.

(ii) the amounts representing the value of the Executive’s vested benefits under the Company’s 401(k) Plan, which shall be paid out in accordance with such Plan and the direction of the Executive.

(iii) the amount of: (a) accrued but unused personal time and accrued but unused vacation time which the Parties confirm and agree totals four (4) weeks, and (b) unreimbursed business expenses of which the Executive is entitled to reimbursement under the Company’s policies, payable by the Company as soon as practicable after the Executive’s Termination Date, less applicable deductions, including, without limitation, federal and state withholding.

(iv) an amount equal to a maximum $5,000, to be paid to the Executive as a reimbursement for reasonable legal fees incurred by the Executive in connection with the review of this Letter Agreement by his counsel; provided, that, the Executive submits appropriate documentation of such legal fees.

4. Certain Proceedings: The Executive agrees to cooperate with the Company as a party or witness as reasonably requested by the Company or its counsel in connection with any pending or future litigation, arbitration, adversary proceeding or claim pertaining to events that occurred on or before the Termination Date in which the Company, its affiliates, directors, officers or employees, are involved or interested, including but not limited to giving interviews, reviewing documents, providing deposition or trial testimony and other related activities; provided, however, that the Executive shall not be required to engage in efforts that would interfere with his personal or business affairs. The Company will reimburse the Executive for out-of-pocket expenses incurred by the Executive in providing such cooperation.

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5. Resignations from Boards of Directors and Officerships: The Executive agrees, effective with the Termination Date, that he will resign from all of his positions as a member of the Board of Directors and as an officer of the Company and of any of its subsidiaries and/or affiliates and that the Executive shall execute all documentation reasonably requested by the Company to evidence such resignations.

6. Release by the Executive: The Executive hereby releases and forever discharges the Company from any and all causes of action, claims or demands, known or unknown, relating to any obligation or liability of the Company to the Executive under the Retention Bonus Agreement for severance payments or the Termination Agreement.

7. Complete Consideration: The Executive acknowledges and agrees that: (i) the above-described consideration is the total consideration which the Executive shall receive from the Company, (ii) he is not entitled to any additional payments or consideration of any kind whatsoever under any agreement with the Company or the Company’s policies or benefit plans (other than any rights to indemnification to which the Executive may be entitled) and (iii) this Letter Agreement supersedes in its entirety the Termination Agreement and supersedes the Retention Bonus Agreement with regard to the Company’s obligation to pay severance.

8. Further Actions: Each of the Parties shall use such Party’s commercially reasonable efforts to take such actions as may be necessary or reasonably requested by the other Party hereto to carry out and consummate the transactions contemplated by this Letter Agreement.

9. Rabbi Trust: The Company confirms and agrees that the Rabbi Trust created by the Company on May 20, 2005, and subsequently amended on July 15, 2005 (the “Rabbi Trust”), shall not be terminated by the Company prior to July 15, 2006. The Parties agree and acknowledge that the payments made pursuant to this Letter Agreement are payments made under a “Plan” within the meaning of the Rabbi Trust.

10. Governing Law: This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the conflict of law principles thereof. The Parties intend that the payments made pursuant to this Letter Agreement shall not be considered payments made pursuant to a non-qualified deferred compensation plan within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended.

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11. Severability: Should any provisions of this Letter Agreement be held to be illegal, void or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of any such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Letter Agreement.

12. Entire Agreement: This Letter Agreement contains the complete understanding between the Company and the Executive, and no other promises or agreements shall be binding unless in writing and signed by such Parties.

13. Enforcement: The Executive shall be entitled to reimbursement for reasonable legal fees incurred by the Executive in taking action to collect amounts due under or otherwise to enforce this Letter Agreement; provided, that, the Executive submits appropriate documentation of such legal fees.

14. Counterparts: This Letter Agreement may be executed in counterparts, each of which shall be deemed to constitute an original and all of which taken together shall constitute one and the same instrument.

The Executive acknowledges that he has reviewed this Letter Agreement and the release contained in it with the advice and assistance of counsel or, if he has not sought or obtained the advice or assistance of counsel, hereby voluntarily, knowingly and freely waives his right to such advice and assistance. By signing below, the Company and the Executive acknowledge and agree that they have carefully read and understand the terms of this Letter Agreement, enter into this Letter Agreement knowingly, voluntarily and of their own free will, understand its terms and significance and intend to abide by its provisions without exception.

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IN WITNESS WHEREOF, the Parties hereto have executed this Letter Agreement as of the date indicated opposite their respective names.

Date:
November 11, 2005	/s/ Subhash C. Sarda
	SUBHASH C. SARDA
	NOVOSTE CORPORATION
Date:
November 11, 2005	By:	/s/ William E. Whitmer
	Name:	William E. Whitmer

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