exv10w41



 





Exhibit 10.41




ENDOCARE, INC.




NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT PROGRAM

UNDER 2004 STOCK INCENTIVE PLAN




ARTICLE I

ESTABLISHMENT AND PURPOSE OF THE PROGRAM




1.01 Establishment of Program




The Endocare, Inc. Non-Employee Director Restricted Stock Unit Program (the “Program”) is adopted
pursuant to the Endocare, Inc. 2004 Stock Incentive Plan (the “Plan”) and, in addition to the terms
and conditions set forth below, is subject to the provisions of the Plan.



1.02 Purpose of Program




The purpose of the Program is to enhance the ability of the Company to attract and retain directors
who are not Employees (“Non-Employee Directors”) through a program of automatic grants of
restricted stock units (“RSUs”).



1.03 Effective Date of the Program




The Program is effective December 20, 2007, the date on which the Company’s Board of Directors
approved the Program. The Program supersedes and replaces the 2004 Non-Employee Director Option
Program, which was terminated by the Company’s Board of Directors effective December 20, 2007.



ARTICLE II

DEFINITIONS




Capitalized terms in this Program, unless otherwise defined herein, have the meaning given to them
in the Plan.



ARTICLE III

RESTRICTED STOCK UNIT TERMS




3.01 Date of Grant and Number of Shares




Each Non-Employee Director initially elected or initially appointed to the Board after the
effective date of the Program shall be granted $60,000 worth of RSUs (the “Initial Grant”). Each
Initial Grant will be made to the applicable Non-Employee Director on the first trading day after
such Non-Employee Director first becomes a Non-Employee Director. The number of Shares underlying the Initial Grant shall equal $60,000, divided by the Fair Market Value per Share on the date of grant.



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In addition, on the date of the Company’s Annual Meeting of Stockholders each year (the
“Annual Meeting Date”) beginning with the Annual Meeting Date in 2008, each Non-Employee Director
elected by the Company’s stockholders on such Annual Meeting Date shall be granted $40,000 worth of
RSUs (a “Subsequent Grant”) on such Annual Meeting Date; provided that no Subsequent Grant shall be
made to any Non-Employee Director who has not served as a director of the Company, as of such
Annual Meeting Date, for at least six (6) months. The number of Shares underlying each Subsequent
Grant shall equal $40,000, divided by the Fair Market Value per Share on the date of grant.



To address the fact that there is a period of time between the Company’s prior annual director
equity grant date of January 10 and the new director equity grant date (i.e., the Annual Meeting
Date), on January 10, 2008 each Non-Employee Director serving as a Non-Employee Director on such
date shall be granted $13,333 worth of RSUs (a “Transition Grant”). The number of Shares
underlying each Transition Grant shall equal $13,333, divided by the Fair Market Value per Share on
the date of grant.



3.02 Vesting




Subject to the Non-Employee Director’s continued service as a Board member through the applicable
date, each Initial Grant under the Program shall vest as to 50% of the Shares underlying the
Initial Grant twelve (12) months after the grant date and an additional 50% of the Shares
underlying the Initial Grant shall vest twenty-four (24) months after the grant date, such that the
Initial Grant will be fully vested two (2) years after its date of grant. Subject to the
Non-Employee Director’s continued service as a Board member through the applicable date, each
Subsequent Grant under the Program will vest as to 100% of the Shares underlying the Subsequent
Grant twelve (12) months after the grant date. Subject to the Non-Employee Director’s continued
service as a Board member through the applicable date, each Transition Grant under the Program will
vest as to 100% of the Shares underlying the Transition Grant twelve (12) months after the grant
date. In each case, the number of Shares that vest shall be delivered to the Non-Employee Director
on the earliest of (a) the Non-Employee Director’s cessation of service as a director, (b) an event
described in Section 3.04 below, or (c) the time elected by the Non-Employee Director to the extent
permitted by the RSU Agreement described in Section 3.03 below.



3.03 Form of RSU Agreement




All grants under the Program shall be made using a form of RSU Agreement approved by the
Administrator for use under the Program, which form of RSU Agreement may be modified from time to
time by the Administrator.



3.04 Corporate Transaction/Change in Control




Upon a Change in Control or Corporate Transaction that occurs before the Grantee’s Continuous
Service has ceased, all RSUs granted under the Program shall become fully vested and the Shares underlying such RSUs shall be delivered to the Grantee.



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3.05 Other Terms




The Administrator shall determine the remaining terms and conditions of the RSUs awarded under the
Program.



3.06 Amendment, Suspension or Termination of the Program




The Administrator may at any time amend, suspend or terminate the Program without the approval of
the Company’s stockholders.




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