exv10w9



 





Exhibit 10.9




2007 ATS Medical Management Incentive Compensation Plan (MICP)




The 2007 ATS Medical Management Incentive Compensation Plan (MICP or Plan) is designed to pay,
in addition to performance based annual salaries, incentive cash compensation to management and
other “key employees” who by their assigned responsibilities contribute to the success of the
Company. Incentive payments will be based on corporate funding and achievement of individual
Objectives/Smart Goals.



1. DEFINITION OF TERMS





Goals




The Individual Objectives, as set forth at the beginning of each program year and referred
to as Smart Goals, must be specific, measurable, achievable, related to Corporate Goals and
time bound. The Board of Directors may amend the goals to reflect material adjustments in
or changes to the Company’s accounting policies; to reflect major corporate changes such as
mergers, acquisitions, or divestitures; and to reflect such other events having a
significant impact on the goals.




Base Salary




The annual salary rates effective on the first day of the program year.




Participant




Any employee or position which has been designated by the Board as a participant in the Plan
for the year or during the year. If a particular employee is not covered by the MICP and
has been recognized for extraordinary achievement, he/she may be eligible to participate in
the Plan for that particular year at the discretion of the President/CEO.




Eligibility




Only regular full time employees may be designated as a participant in the Plan.




Program Year




The fiscal year of the corporation.




Funding




The total dollar amounts accrued for payment in any program year. The bonus pool will be
funded by achievement of the Company’s annual operating plan and will be tied to both top
line and bottom line results.




Payout




The actual amount to be paid to a participant based on operating results achievement rate
combined with individual Smart Goals performance. The maximum payout each participant is
eligible to receive will be communicated by his/her Manager.



 









 





2. DESIGNATION OF PARTICIPANTS





The Board, upon the recommendation of the management of the Corporation, shall make all
determinations as to the eligibility of employees and positions to participate in the MICP.
Following the Board’s determination of eligible participants, each participant shall be
notified of eligibility to participate in the 2007 MICP and will be provided with a copy of
the Plan. The 2007 Plan is designed to include officer, director, and manager level
positions as well as employee designated as “key employees.”



3. CALCULATION AND PAYMENT OF INCENTIVE AWARDS





Individual incentives will not be paid unless the President/CEO and the Compensation
Committee of the Board of Directors approve each participant’s individual incentive awards
with payout contingent upon completion of the Company’s year-end financial audit for the
program year.



PLAN CRITERIA



Achievement of Smart Goals

(20% weight)

Top Line Results = Revenue

(40% weight)

Bottom Line Results=Operating Income before taxes

(40% weight)




PAYOUT RATES




	 	 	 	 	 
	Plan Performance	 	Ratio
	109%
	 	 	182	%
	105%
	 	 	145	%
	100%
	 	 	100	%
	95%
	 	 	55	%
	90%
	 	 	9	%
	89%
	 	 	0	%







Note: Minimum requirement for any bonus payment includes at least 90% attainment of company
operating income plan including bonus expenses.



4. PROMOTIONS





For individuals promoted from a non-bonus to a bonus position during the program year, the
effective salary upon assuming the new position will be used in calculating eligible
incentive payout. Any payout will be pro rated beginning the first day of the month in
which the individual is promoted into the position.



 









 





5. DEMOTIONS




For individuals demoted to a non-bonus position during the program year, MICP payout will be
pro rated based on the number of months in the bonus position.



6. TERMINATION OF EMPLOYMENT





In the event that any participant shall cease to be a full time employee during any year in
which he/she is participating in the Plan, such participant shall be entitled to receive no
incentive compensation for such year. If he/she terminates after the program year but prior
to the payout, the participant remains entitled to receive incentive compensation. An
exception would be if the individual were subject to termination “for cause” if such “cause”
took place during the period covered by the MICP.



7. AMENDMENT OF THE PLAN





The Board may, from time to time, make amendments to the Plan as it believes appropriate and
may terminate the Plan at any time, provided that no such amendment or termination will
affect the right of any participant to receive incentive compensation in accordance with the
terms of the Plan for the portion of any year up to the date of the amendment or
termination.



8. MISCELLANEOUS





Nothing contained in the MICP shall be construed to confer upon any employee any right to
continue in the employ of the Company or restrict the Company’s right to terminate his/her
employment at any time.



 









 





Establishment of Individual Objectives/Smart Goals




(Specific, Measurable, Achievable,

Related to Corporate Goals and Time Bound)




In establishing individual objectives, the following guidelines shall be used:




	•	 	Each objective should be clear, concise, and measurable (time, cost, and task accomplishment).






	•	 	Each objective should be a precise written statement, which is discussed and agreed to by the individual and the
manager.






	•	 	Individual objectives should measure accomplishment and not effort.






	•	 	Individuals will have four (4) Objectives/Smart Goals.





Before a participant may receive an incentive award, it will be necessary for his/her immediate
manager to:




	•	 	Submit written measurable objectives on the appropriate form prior to the commencement of the program year. These
objectives will be reviewed and approved by the President/CEO and Director of Human Resources.






	•	 	Submit a documented evaluation of results, on a quarterly basis, to the President/CEO.






	 	•	 	Modifications or adjustments to the original objectives must be reviewed by the
participant and his/her manager and then submitted to the President/CEO.






	•	 	Submit the year-end results against objectives within one month following the end of the
program year. The President/CEO and the Director of Human Resources will approve these.