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The following is an excerpt from a DEF 14A SEC Filing, filed by THERAGENICS CORP on 4/29/1999.
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THERAGENICS CORP - DEF 14A - 19990429 - EXECUTIVE_COMPENSATION

Executive Compensation

The following table summarizes the compensation paid by the Company for services rendered during the years indicated to each of the Company's executive officers whose total salary and bonus exceeded $100,000 during fiscal 1998. Numbers of underlying securities have been adjusted to account for a 2-for-1 stock split implemented through a stock dividend as of April 15, 1998.

Summary Compensation Table

                                                       Long-Term
                                                      Compensation
   Name and                                           ------------
 Principal Position              Annual Compensation   Securities       All
 ------------------             --------------------   Underlying      Other
                          Year   Salary(1)    Bonus      Options   Compensation(2)
                          ----  ---------   --------  -----------  --------------
M. Christine Jacobs       1998   $218,852   $289,800       -           $783
 President & Chief        1997   $209,449   $294,000       -           $322
 Executive Officer(3)     1996   $151,455   $170,000    240,000        $357

 Bruce W. Smith           1998   $145,655   $   -          -           $592
  Secretary, Treasurer    1997   $105,445   $ 20,000    100,000        $455
  Chief Financial         1996   $ 71,430   $ 20,000       -           $399
  Officer & Executive
  Vice-President (4)


(1) Includes amounts deferred under the 401(k) feature of the Company's Employee Savings Plan.

(2) Represents premiums on a term life insurance policy.

(3) The Company has an agreement with Ms. Jacobs, dated August 1, 1996, which provides for her employment for the period commencing August 1, 1996 and expiring July 31, 1999. This agreement provides for a minimum annual base salary of $200,000 plus an annual bonus determined by the Compensation Committee of the Board of Directors. In addition, in the event of termination, the agreement provides a severance package of up to two years' salary and other related benefits.

(4) The Company has an agreement with Mr. Smith, dated January 1, 1999, which provides for his employment for the period commencing January 1, 1999 and expiring December 31, 2003, and for successive one year renewal periods thereafter. This agreement provides for a minimum annual base salary of $150,000, subject to review at least annually, and discretionary annual bonuses. In addition, in the event of termination, the agreement provides a severance package of up to two years' salary.


Options. No stock options were granted to Ms. Jacobs or Mr. Smith during fiscal 1998. The following table sets forth information concerning options exercised during 1998 and the value of unexercised options as of December 31, 1998 held by Ms. Jacobs and Mr. Smith. No stock appreciation rights have ever been issued by the Company. Numbers of underlying securities have been adjusted to account for a 2-for-1 stock split implemented through a stock dividend as of April 15, 1998.

Option Exercises in Fiscal 1998 and Fiscal Year-End Option Values Table

                                                   Number of
                                                  Securities        Value of
                                                  Underlying      Unexercised
                                                 Unexercised      In-the-Money
                                                  Options on       Options on
                                                 December 31,     December 31,
                        Shares                      1998             1998
                       Acquired                 Exercisable/      Exercisable/
         Name            on        Value      Un-exercisable   Un-exercisable(2)
                       Exercise  Realized(1)
                       --------  ----------   ---------------  -----------------

M. Christine Jacobs     6,000    $144,188    394,000/80,000  $4,645,250/$670,000

Bruce W. Smith          ---      $  ---       36,000/96,000  $  226,000/$226,000

(1) An individual, upon exercise of an option, does not receive cash equal to the amount contained in the Value Realized column of this table. Instead, the amounts contained in the Value Realized column reflect the increase in the price of Company Common Stock from the option grant date to the option exercise date. No cash is realized until the shares received upon exercise of an option are sold.

(2) Based on $16.8125 per share, the December 31, 1998 closing price as quoted on the New York Stock Exchange.

Board Compensation Committee Report on Executive Compensation. The Compensation Committee sets only the compensation of the Chief Executive Officer. Compensation of other executive officers is set by the Chief Executive Officer based on a structure similar to that established by the Compensation Committee for compensation of the Chief Executive Officer, except that stock options are awarded by the Stock Option Committee of the Board of Directors. The Compensation Committee has a policy that a significant portion of the Chief Executive Officer's pay should be related to the performance of the Company and the Chief Executive Officer's contribution to that performance. In determining the amount and type of compensation, the Committee's goal is to provide a package that is competitive with the marketplace while placing a substantial portion of the C.E.O.'s compensation "at risk" by tying it to both short-term and long-term measures of the Company's performance.

In determining the C.E.O.'s performance bonus for 1998 the compensation committee reviewed the accomplishments of Ms. Jacobs and the Company for the year. These accomplishments included the following: an increase in revenue and net earnings over 1997 of 55% and 48%, respectively; the doubling of production capacity over 1997; the completion of the construction and the opening of the Company's new, larger manufacturing facilities with no perceivable negative impact on the manufacturing process; attainment of ISO 9001 Certification; attainment of CE Marking, which granted regulatory approval for the marketing of TheraSeed(R) throughout the member countries of the European Union; the commencement of European sales; effecting a 2 for 1 stock split through a stock dividend; and the transition of the listing of the Company's common stock from Nasdaq to the New York Stock Exchange. The compensation committee believes that these and other accomplishments should have a direct impact on the long-term success of the Company. Accordingly, the compensation committee awarded Ms. Jacobs a bonus of $289,800 for the year ended December 31, 1998, which the committee believes is commensurate with the contribution of the C.E.O. to these accomplishments, and the impact these accomplishments should have on the long-term success of the Company.

It is also the Committee's responsibility to address issues raised by
Section 162(m) of the Internal Revenue Code. The revisions to this section made certain non-performance-based compensation in excess of $1,000,000 to executives of public companies nondeductible to the companies beginning in 1994. The Committee has reviewed these issues and has determined that no portion of compensation payable to any executive officer for 1998 is nondeductible.


Submitted by the Members of the Compensation Committee:

Otis W. Brawley, M.D.
Charles R. Klimkowski

The Stock Option Committee of the Board of Directors administers the Company's stock option plans and determines the terms of options granted under these plans. These plans form the basis of the Company's long-term incentive compensation plan. The Stock Option Committee believes that placing a portion of executives' compensation in the form of stock options achieves three objectives. It aligns the interest of the Company's executives directly with those of the Company's stockholder's, gives executives a significant long-term interest in the Company's success and helps the Company retain key executives. In determining the number and terms of options to grant an executive, the Stock Option Committee primarily considers the executive's past performance as an indicator of future performance and the degree to which an incentive for long-term performance would benefit the Company. Based on these factors, in relatively equal proportions, the Stock Option Committee awarded the Chief Executive Officer 240,000 options during fiscal 1996. No stock options were awarded to the C.E.O. in fiscal 1997 or 1998. Mr. Smith was awarded 100,000 options in 1997. No stock options were awarded to Mr. Smith in 1996 or 1998.

Submitted by Members of the Stock Option Committee:

Otis W. Brawley, M.D.
Orwin L. Carter, Ph.D.
Charles R. Klimkowski
Peter A.A. Saunders


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