exv10w3






EXHIBIT 10.3




2008 ATS Medical Management Incentive Compensation Plan (MICP)



The 2008 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 Personnel and Compensation Committee of the Board of Directors (the
Committee) 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 Committee 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 Company.
	 
	 	 	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 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 Committee, upon the recommendation of the management of the Company, shall make all
determinations as to the eligibility of employees and positions to participate in the MICP.
Following the Committee’s determination of eligible participants, each participant shall be
notified of eligibility to participate in the 2008 MICP and will be provided with a copy of
the Plan. The 2008 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 Committee 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

(40% weight)
	 
	 	 	Operating Income Results=Operating Income (including bonus expense) before non-operating
expenses and taxes (60% weight)





PAYOUT RATES





	 	 	Achievement of Smart Goals
	 
	 	 	Payout is based on individual’s performance in relation to specifically identified smart
goals. Payout range is based on percentage of attainment from 0% to 100%.
	 
	 	 	Payout of smart goal bonus is subject to obtaining at least 80% of operating income goal
	 
	 	 	Obtainment of Operating Income Results





	 	 	 	 	 
	Plan Performance	 	Ratio
	109%

	 	 	182	%
	105%

	 	 	145	%
	100%

	 	 	100	%
	95%

	 	 	55	%
	90%

	 	 	9	%
	89%

	 	 	0	%






 









 







	 	 	Operating Income Adjustments
	 
	 	 	The Committee may, at its discretion, adjust the operating income results for certain items
that were not originally contemplated in the operating plan (i.e., a major change in
business such as an acquisition or divestiture) or other expense or income items that are
not directly related to daily commercial activities of the Company (i.e., litigation
expenses, settlements or windfalls).
	 
	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 Committee 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.