8-K

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):

March 4, 2009 (February 26, 2009)

THERAGENICS CORPORATION®

(Exact name of registrant as specified in charter)

Delaware	000-15443	58-1528626
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5203 Bristol Industrial Way

Buford, Georgia 30518

(Address of principal executive offices / Zip Code)

(770) 271-0233

(Registrant’s telephone number, including area code)

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:

 o Written communications pursuant to Rule 425 under the Securities Act.

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           Executive Compensation

On February 26, 2009, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Theragenics Corporation recommended, and the Board of Directors approved, the following actions relating to executive compensation.  Actions taken with respect to the compensation of M. Christine Jacobs, Chief Executive Officer of the Company, were recommended by the Compensation Committee and approved by the independent Directors of the Company.

2009 Short-Term Incentive Program

The Board of Directors approved the 2009 Short-Term Incentive Program, pursuant to which each named Executive Officer will have a short-term incentive cash bonus opportunity based on financial and individual performance.  The individual target bonus opportunity for Ms. Jacobs is 60% of base salary, with a minimum bonus opportunity of 0% and a maximum of 120%.  The individual target bonus opportunity for the other Executive Officers ranges from 35% to 50% of base salary, with a minimum bonus opportunity of 0% and a maximum of 70% to 100%.

For each named Executive Officer, 24% to 30% of the bonus opportunity will be measured against established goals for revenue and either earnings before interest, taxes, depreciation and amortization (“EBITDA”) or a measure of operating profit; 32% to 43% will be measured against individual performance goals; and approximately 30% to 44% will be based on a subjective assessment of individual performance.  With respect to Ms. Jacobs, her individual performance goals were reviewed and approved by the Compensation Committee and the independent Directors of the Company.  For the other named Executive Officers, individual performance goals were determined by the Chief Executive Officer and reviewed and approved by the Compensation Committee and Board of Directors.

2009 Long-Term Incentive Program

The Board of Directors approved a long-term incentive program for the January 1, 2009 to December 31, 2009 performance period. Each named Executive Officer was granted the following awards under a long-term incentive program for the January 1, 2009 to December 31, 2011 performance period:

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Executive Officer	Stock Options	Shares of Restricted Stock	Cash Bonus Opportunity (at Target Amount)
M. Christine Jacobs	80,000	40,000	$235,000
Francis J. Tarallo	40,000	18,000	220,000
Bruce W. Smith	34,000	15,000	220,000
Michael F. Lang	34,000	15,000	175,000
Ronald Routhier	34,000	15,000	175,000
Russell Small	34,000	15,000	175,000
Janet Zeman	34,000	15,000	175,000
R. Michael O’Bannon	19,000	8,000	115,000

The Stock Option and Restricted Stock Awards were made under the Theragenics Corporation 2006 Stock Incentive Plan.  The incentive stock options have an exercise price of $0.93 per share, equal to the closing price of the Company’s common stock, as quoted on the New York Stock Exchange, on February 26, 2009, the date of grant.  Twenty-five percent (25%) of the Stock Option and Restricted Stock Awards vest annually, commencing on February 26, 2010, provided the Executive remains employed with Theragenics or an affiliate.

Any unvested Stock Options vest upon the date of the Executive’s termination of employment with Theragenics or an affiliate due to death, disability, or upon a change in control of the Company, as defined in the terms and conditions to the Stock Option Award. Unvested Restricted Stock vests pro rata based on the number of days elapsed in the vesting period upon termination of employment due to death, disability or by the Company without cause, as defined in the terms and conditions of the Restricted Stock Award. All unvested Restricted Stock vests upon a change in control of the Company.  Any Stock Options and Restricted Stock that have not become vested as of the date of the Executive’s termination of employment with Theragenics or an affiliate shall be forfeited.

The cash bonus opportunity is provided under the 2009 Long-Term Cash Incentive Plan adopted by the Board of Directors. Fifty percent (50%) of the Cash Bonus Opportunity will be based upon the cumulative revenue of the Company for the period 2009 to 2011 (the “Revenue Goal”), and 50% will be based upon the cumulative EBITDA of the Company for the same period (the “EBITDA Goal”), in each case as measured relative to its strategic objectives over the 2009 to 2011 period.  Cumulative threshold, target and maximum amounts have been developed, based on the Company’s strategic plan, and the 2009 Long-Term Cash Incentive Plan will be measured and paid according to the following schedules:

	Payout as Percent of Target Amount
Cumulative amount	Revenue Goal	EBITDA Goal
Maximum (or greater)	100%	100%
Target	50%	50%
Threshold	25%	25%
Below threshold	0%	0%

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If employment of the Executive with Theragenics or an affiliate is terminated before December 31, 2011 due to death, disability, or is terminated by the Company without cause, the Executive will be entitled to a pro rata cash bonus determined in accordance with the terms of the Award.  If employment is terminated for any other reason before December 31, 2011 (unless a change in control as defined in the Award occurs before then), the cash bonus opportunity will be forfeited.  If a change in control occurs before December 31, 2011, the cash award becomes vested at the target level, provided the Executive is employed by Theragenics or an affiliate as of the date of a change in control.

 Item 9.01 Financial Statements and Exhibits

(c)           Exhibits

Exhibit Number	Document
10.1	2009 Long-Term Cash Incentive Plan

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 thereunto duly authorized.

	THERAGENICS CORPORATION
	(Registrant)
Dated: March 4, 2009	By:	/s/ M. Christine Jacobs
		M. Christine Jacobs
		Chief Executive Officer

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EX-10.1

Exhibit 10.1

THERAGENICS CORPORATION

2009 LONG-TERM

CASH INCENTIVE PLAN

SECTION I.  INTRODUCTION

1.1           Purpose.  The purpose of the Theragenics Corporation 2009 Long-Term Cash Incentive Plan (the “Plan”) set forth below is to provide cash incentive compensation to certain employees of Theragenics Corporation (the “Company”) and its affiliates to stimulate their efforts to attain certain cumulative revenue and EBITDA (as defined in Section 4.2) goals of the Company over the period beginning on January 1, 2009 and ending onDecember 31, 2011.

1.2           Effective Date.  This Plan is effective as of February 26, 2009 (the “Effective Date”), the date it was approved by the Board of Directors of the Company (the “Board”).

SECTION II.   ELIGIBILITY AND ADMINISTRATION

2.1           Eligibility.  The Board shall determine, in its sole discretion, the employees of the Company or its Affiliates eligible to participate in the Plan (the “Participants”).  As of the Effective Date, the Participants are set forth in Exhibit A.  The Board may designate additional Participants during the Performance Period.  Once a person becomes a Participant in the Plan, the Participant shall remain a Participant until any Cash Incentive Award payable hereunder has been paid out or forfeited.

2.2            Administration.  The Plan shall be administered by the Compensation Committee of the Board (the “Committee”).

SECTION III.   DEFINITIONS

3.1           “Affiliate” means:

(a)           Any Subsidiary or Parent,

(b)           An entity that directly or through one or more intermediaries controls, is controlled by, or is under common control with the Company, as determined by the Company, or

(c)           Any entity in which the Company has such a significant interest that the Company determines it should be deemed an “Affiliate,” as determined in the sole discretion of the Company.

3.2           “Cash Incentive Award” means an award of either or both a cumulative revenue cash award pursuant to Section 4.1 hereof and a cumulative EBIDTA cash award pursuant to Section 4.2 hereof, but if Section 5.1 or 5.2 applies, as adjusted pursuant thereto.

3.3           “Cause” shall have the meaning set forth in the employment agreement then in effect between the Participant and the Company or, if there is none, then Cause shall mean the occurrence of any of the following events: (i) willful and continued failure (other than such failure resulting from his incapacity during physical or mental illness) by the Participant to substantially perform his duties with the Company or an affiliate; (ii) conduct by the Participant that amounts to willful misconduct or gross negligence; (iii) any act by the Participant of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or an affiliate; (iv) commission by the Participant of a felony or any other crime involving dishonesty; or (v) illegal use by the Participant of alcohol or drugs.

3.4           “Change in Control” means any one of the following events which occurs following the Grant Date:

(a)           the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the corporation where such acquisition causes such person to own thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Subsection (a), the following acquisitions shall not be deemed to result in a Change in Control:  (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of Subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds thirty-five percent (35%) as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own thirty-five percent (35%) or more of the Outstanding Company Voting Securities; or

(b)           individuals who as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

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(c)           the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty-five percent (35%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d)           approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which the Participant participates in a capacity other than in his capacity as an employee of the Company or an affiliate.

3.5           “Disability” shall have the meaning set forth in the employment agreement then in effect between the Participant and the Company or, if there is none, Disability shall mean the inability of the Participant to perform any of his duties for the Company and its affiliates due to a physical, mental, or emotional impairment, as determined by an independent qualified physician (who may be engaged by the Company), for a ninety (90) consecutive day period or for an aggregate of one hundred eighty (180) days during any three hundred sixty-five (365) day period.

3.6           “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  A Parent shall include any entity other than a corporation to the extent permissible under Section 424(f) or regulations and rulings thereunder.

3.7           “Performance Period” shall mean the three-consecutive-year period beginning January 1, 2009and ending on December 31, 2011.

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3.8           “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.  A “Subsidiary” shall include any entity other than a corporation to the extent permissible under Section 424(f) or regulations or rulings thereunder.

IV.   CASH INCENTIVE AWARD

4.1           Amount of Cumulative Revenue Cash Award.  The cumulative revenue cash award payable at the end of the Performance Period shall be determined based upon the performance level of the Company over the Performance Period according to the following schedule:

Performance Level of the Company	Cumulative Revenue	Award Amount
Maximum Performance Level	Revenue level associated with maximum*	1xTarget
Target Performance Level	Revenue level associated with target*	.5xTarget
Threshold Performance Level	Revenue level associated with threshold*	.25xTarget

For purposes of the above schedule, “Cumulative Revenue” means the Company’s cumulative revenue for the Performance Period determined from the Company’s audited financial statements.  No cumulative revenue cash award is payable if the Cumulative Revenue is less than the Threshold Level.

* Cash award payable will be determined by linear interpolation for Cumulative Revenue between (revenue level associated with maximum) and (revenue level associated with target) or between (revenue level associated with target) and (revenue level associated with threshold).

4.2           Amount of Cumulative Earnings Before Interest, Taxes, Amortization and Depreciation (EBITDA) Award.  The EBITDA award payable at the end of the Performance Period shall be determined based upon the performance level of the Company over the Performance Period according to the following schedule:

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Performance Level of the Company	Cumulative EBITDA	Award Amount
Maximum Performance Level	EBITDA level associated with maximum**	1xTarget
Target Performance Level	EBITDA level associated with target**	.5xTarget
Threshold Performance Level	EBITDA level associated with threshold**	.25xTarget

For purposes of the above schedule, “EBITDA” means the Company’s net earnings plus interest expense, taxes, depreciation, amortization (including share based compensation) and other non operating expense, less interest income and other income, for the Performance Period and determined from the Company’s audited financial statements.  No EBITDA award is payable if the Cumulative EBITDA is less than the Threshold Level.

**  Cash award payable will be determined by linear interpolation for Cumulative EBITDA between (EBITDA level associated with maximum) and (EBITDA level associated with target)or between (EBITDA level associated with target) and (EBITDA level associated with threshold).

4.3           Determination of “Target.”  For purposes of calculating the award amount under Sections 4.1 and 4.2, “Target” shall be determined by the Board for each Participant; provided that, in the case of the employees who are Participants as of the Effective Date, the Targets are set forth on Exhibit A.

4.4           Additional Participants.  If employees other than those listed on Exhibit A hereto become Participants in the Plan, the Board will determine whether any form of proration will apply to determine his or her Cash Incentive Award.

4.5           Payment of Cash Incentive Award.  The Committee shall certify the cumulative revenue and EBITDA results before any Cash Incentive Award is paid.  Except as provided in Sections 5.1 and 5.2, the Cash Incentive Award will be earned and accrued and payable if the Participant is an employee of the Company or an Affiliate on the last day of the Performance Period, regardless of whether the Participant ceases to be an employee of the Company or an Affiliate before the payment date for any reason whatsoever, including without limitation, a termination by the Company for Cause or resignation by the Participant.  Except as provided in Sections 5.1 and 5.2, any Cash Incentive Award earned by a Participant over the Performance Period shall be paid in cash in the year following the end of the Performance Period, but in no event after the 15th day of the third month of such year.

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V.   TERMINATION OF EMPLOYMENT

     5.1           Termination of Employment.  If the Company or an Affiliate terminates the Participant’s employment for Cause or the Participant resigns his employment (except as provided below) with the Company or an Affiliate before the last day of the Performance Period, the Participant shall not receive the Cash Incentive Award.  If, before the last day of the Performance Period, the Company or an Affiliate terminates the Participant’s employment without Cause, or the Participant dies while employed by the Company or an Affiliate, or suffers a Disability while employed by the Company or an Affiliate (each, a “Payment Event”), the amount of the Cash Incentive Award will be determined as of the end of the year in which the Payment Event occurs based on the following methodology unless otherwise determined by the Board of Directors of the Company (or a committee thereof):  Notwithstanding Sections 4.1 and 4.2, Cumulative Revenue and Cumulative EBITDA for the Performance Period will be projected by assuming that cumulative revenue and cumulative EBITDA for the period from the beginning of the Performance Period through the end of the year in which the Payment Event occurs continues at the same average rate through the end of the Performance Period.  (For example, if a Participant dies in 2010 and cumulative revenue from January 1, 2009 through December 31, 2010, is $50, Cumulative Revenue for the Performance Period will be projected to be $75, unless otherwise determined by the Board of Directors of the Company (or a committee thereof).)  The amount of the Cash Incentive Award to which the Participant is entitled shall be prorated in the same proportion that the number of days elapsed from the beginning of the Performance Period through the date the Participant ceases to be an employee of the Company or an Affiliate bears to the total number of days in the Performance Period.  The amount of the Cash Incentive Award to which the Participant is entitled shall be paid in cash in the year following the year in which such Payment Event occurs, but in no event later than the 15th day of the third month of such year.

     5.2           Change in Control.  If a Change in Control occurs during the Performance Period while the Participant is an employee of the Company or an Affiliate, the Participant shall be paid on the date of the Change in Control the full value of the Cash Incentive Award determined as if the Company had performed at the Target Performance Level for the duration of the Performance Period and the Participant had remained employed for the duration of the Performance Period.

VI.   MISCELLANEOUS

     6.1           Taxes.  The Company shall withhold the amount of taxes, which in the determination of the Company are required to be withheld under federal, state and local laws and all other applicable payroll withholding with respect to any amount payable under the Plan.

     6.2           No Right to Continued Employment.  Neither the establishment of the Plan, nor the participation in the Plan or any payment thereunder shall be deemed to constitute an express or implied contract of employment of any Participant for any period of time or in any way abridge the rights of the Company or an Affiliate to determine the terms and conditions of employment or to terminate the employment of any Participant with or without Cause at any time.

     6.3           Choice of Law.  The laws of the State of Delaware shall govern the Plan, to the extent not preempted by federal law, without reference to the principles of conflict of laws.

THERAGENICS CORPORATION
By:	/s/ Francis J. Tarallo
Title:	Chief Financial Officer

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EXHIBIT A

Participants	Target
M. Christine Jacobs	$	235,000
Francis J. Tarallo	$	220,000
Bruce W. Smith	$	220,000
Michael F. Lang	$	175,000
Ronald Routhier	$	175,000
Russell Small	$	175,000
Janet Zeman	$	175,000
Michael O’Bannon	$	115,000