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2005 Ats Medical Management Incentive Compensation Plan (micp)

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Sectors: Health Products and Services
Effective Date: January 01, 2005
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EXHIBIT 10.2


2005 ATS MEDICAL MANAGEMENT INCENTIVE COMPENSATION PLAN (MICP)


The 2005 ATS Medical Management Incentive Compensation Plan (MICP) 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 Plan 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.


23


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
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