exhibit 10. 2 summary description of 2008 micp purpose endocare ’ s 2008 management incentive compensation program ( the “ program ” ) is a variable cash incentive program designed to motivate participants to achieve specific annual performance objectives and to reward them for their achievements when those objectives are met. employees may elect to receive all or a portion of their incentive awards in the form of deferred stock units, instead of cash, under endocare ’ s employee deferred stock unit program. eligibility participants are approved solely at the discretion of the compensation committee of endocare ’ s board of directors ( the “ compensation committee ” ). executive officers, vice presidents and department directors are eligible to be considered for participation in 2008. the compensation committee in its sole discretion may permit other employees to participate. administration the compensation committee is ultimately responsible for administering the program. the compensation committee has all powers and discretion necessary or appropriate to review and approve the program and its operation, including, but not limited to, the power to ( a ) determine which eligible participants shall be granted incentive awards, ( b ) prescribe the terms and conditions of incentive awards, ( c ) interpret the program, ( d ) adopt rules for the administration, interpretation and application of the program, and ( e ) interpret, amend or revoke any such rules. all determinations and decisions made by the compensation committee and any delegate of the compensation committee shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law. the compensation committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the program to one or more directors and / or officers. the compensation committee in its sole discretion may amend or terminate the program, or any part thereof, at any time and for any reason. award determination incentives will be calculated using a formula based on ( a ) the participant ’ s salary, ( b ) the participant ’ s target incentive, and ( c ) the aggregate percentage achievement relative to the performance objectives. each participant ’ s target incentive is a percentage of the participant ’ s base salary earned in 2008. this percentage is determined by the compensation committee in its sole discretion based on each participant ’ s position and related responsibilities, except where a participant ’ s employment agreement or offer letter specifies such percentage ( in which case such specified percentage is used, unless otherwise determined by the compensation committee in its sole discretion