EXHIBIT 99.3
COMPENSATION AGREEMENT
Agreement dated as of the 25th day of June, 2001 by and between Xxxx X.
Xxxxxxxxxx ("Optionee") and Endocare, Inc., a Delaware corporation (the
"Corporation").
W I T N E S S E T H
WHEREAS, Optionee is to provide services to the Corporation, and the
Corporation wishes to provide an equity incentive to Optionee to provide such
services.
NOW, THEREFORE, in consideration of the above premises, the parties hereto
agree as follows:
1. On June 25, 2001, Optionee was granted an option to acquire
300,000 shares of the Corporation's Common Stock (the "Option") under the terms
and conditions set forth in the Stock Option Agreement, attached hereto as
Exhibit A.
2. Corporation and Optionee acknowledge and agree that the Option
is granted as compensation for services and not for any capital-raising purposes
or in connection with any capital-raising activities.
3. This agreement is intended to constitute a written employee
benefit plan within the meaning of Rule 405 of the Securities Act of 1933, as
amended.
4. Nothing herein or in the Stock Option Agreement shall confer
upon Optionee any right to continue in the Corporation's employ or service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation or Optionee, which rights are hereby expressly
reserved by each party, to terminate Optionee's service at any time for any
reason, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first above written.
OPTIONEE: ENDOCARE, INC.
/s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxx X. Xxxxx
-------------------------------- ------------------------------------
Title: Chief Executive Officer
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EXHIBIT A
STOCK OPTION AGREEMENT
[See Exhibit 99.3 to this Registration Statement]
