exv10w1





Exhibit 10.1


[Endocare, Inc. Letterhead]


October 2, 2008



Dear Terry:

It is a pleasure to extend you an offer of employment to join Endocare, Inc. (the “Company”) as
Interim Chief Executive Officer and Interim President, reporting to the Company’s Board of
Directors. This position qualifies as a Section 16 Officer. Your employment with Endocare
commences on October 2, 2008. In addition, you will continue as a member of the Company’s Board of
Directors. The following information outlines the details of this offer:



	 	 	 
	Employment Status:
	 	Regular, full time, exempt status.
	 	 	 
	Compensation:
	 	Your salaried rate will be $12,500 per pay period
(annualized at $300,000 per year), with pay periods on
the 5th and the 20th of each
month.
	 	 	 
	Benefits:
	 	You will be eligible for Endocare’s employee Benefits
Program in accordance with Endocare’s current
policies. Additional details regarding these plans
and the effective date of your eligibility under each
will be forthcoming.
	 	 	 
	Stock Options:
	 	On October 2, 2008, the Compensation Committee will
grant to you 50,000 incentive stock options under the
Company’s 2004 Stock Incentive Plan. The exercise
price of these stock options will be the closing price
of the Company’s Common Stock on The NASDAQ Capital
Market on October 2, 2008. The stock options will
vest in five equal monthly installments on November 2,
2008, December 2, 2008, January 2, 2009, February 2,
2009 and March 2, 2009, with vesting accelerated if
the Company appoints a new Chief Executive Officer
before March 2, 2009 and you remain employed by the
Company until such appointment. Additional terms
applicable to the grant will be outlined in a stock
option agreement, which will be based on the standard
form stock option agreement under the Company’s 2004
Stock Incentive Plan.
	 	 	 
	Term of Employment:
	 	While we hope your employment relationship with
Endocare will be mutually beneficial, it should be
recognized that neither you, nor we, have entered into
any contract of employment, express or implied. Your
employment relationship with Endocare is “at will.”
This means that your employment may be terminated at
any time, with or without cause, and with or without
notice by you or by the Company. Any contrary




 








 





Terrence A. Noonan

Offer Letter

October 2, 2008

Page 2 of 2




	 	 	 
	 

	 	representations or agreements which may have been made
to you are superseded by this offer. The at-will
nature of your employment described in this offer
letter shall constitute the entire agreement between
you and the Company concerning the duration of your
employment and the circumstances under which either
you or the Company may terminate the employment
relationship. No person affiliated with the Company
has the authority to enter into any oral agreement
that changes your at-will status of employment with
the Company. This “at will” relationship can only be
changed by action of the Compensation Committee of our
Board of Directors. By signing below and accepting
this offer, you acknowledge and agree that length of
employment, promotions, positive performance reviews,
pay increases, bonuses, increases in job duties or
responsibilities, and other changes during employment
will not change the at will term of your employment
with the Company and will not create any implied
contract requiring cause for termination of
employment.
	 
	 	 
	Conditional Offer:

	 	This offer is contingent upon your producing documents
required under the Immigration Reform and Control Act
establishing your legal right to work in the United
States; favorable reference checks, criminal
background, and education verification results; and
your signing the Company’s agreements regarding
confidentiality, proprietary information, and
arbitration, as well as other necessary employment
documents that will be provided to you.





On behalf of Endocare, I’d like to thank you for your willingness to serve as our Interim Chief
Executive Officer and Interim President. To indicate your acceptance, please sign below and return
to Human Resources. Should you have any questions or concerns regarding the offer, please feel
free to contact me at (949) 450-5404.



Sincerely,




/s/ Suzanne Douglass




Suzanne Douglass

Vice President, Human Resources




					
	 	 	 	 	 
	Agreed and Accepted by:
	 	/s/ Terrence A. Noonan
	 	  10/2/08
	 
	 	 
	 	 
	 
	 	Terrence A. Noonan
	 	Date