Exhibit
10.2
STEREOTAXIS, INC.
2002 STOCK INCENTIVE
PLAN
As amended and restated effective
June 10, 2009
1. Objectives.
The Stereotaxis, Inc. 2002 Stock
Incentive Plan (the “Plan”) is designed to attract,
motivate and retain selected employees of, and other individuals
providing services to, the Company. These objectives are
accomplished by making long-term incentive and other awards under
the Plan, thereby providing Participants with a proprietary
interest in the growth and performance of the Company.
2. Definitions.
(a) “Awards”—
The grant of any form of stock
option, stock appreciation right, performance share award,
restricted stock award, or other stock-based award, whether granted
singly, in combination or in tandem, to a Participant pursuant to
such terms, conditions, performance requirements, limitations and
restrictions as the Committee may establish in order to fulfill the
objectives of the Plan.
(b) “Award
Agreement”— An agreement between the Company and a
Participant that sets forth the terms, conditions, performance
requirements, limitations and restrictions applicable to an
Award.
(c) “Board”—
The Board of Directors of the
Company.
(d) “Change of
Control” —The
purchase or other acquisition (other than from the Company) by any
person, entity or group of persons, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) (excluding, for this
purpose, the Company or its subsidiaries or any employee benefit
plan of the Company or its subsidiaries), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either the then-outstanding shares
of common stock of the Company or the combined voting power of the
Company’s then-outstanding voting securities entitled to vote
generally in the election of directors; or
Individuals who, as of the date
hereof, constitute the Board (as of the date hereof, the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any person who
becomes a director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an individual whose
initial assumption of office is in connection with an actual or
threatened election contest relating to the election of directors
of the Company, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) shall be,
for purposes of this section, considered as though such person were
a member of the Incumbent Board; or
The consummation of a
reorganization, merger or consolidation, in each case with respect
to which persons who were the stockholders of the Company
immediately prior to such reorganization, merger or consolidation
do not, immediately thereafter, own more than 50% of, respectively,
the common stock and the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged
or consolidated corporation’s then-outstanding voting
securities, or of a liquidation or dissolution of the Company or of
the sale of all or substantially all of the assets of the
Company.
(e) “Code”—
The Internal Revenue Code of 1986,
as amended from time to time.
(f) “Committee”—
The committee designated by the
Board to administer the Plan and chosen from those of its members,
or, in the absence of any such Committee, the Board.
(g) “Company”—
Stereotaxis, Inc., a Delaware
corporation.
(h) “Fair Market
Value”— The
last sale price, regular way, or, in case no such sale takes place
on such date, the average of the closing bid and asked prices,
regular way, of the Shares, in either case as reported in the
principal consolidated transaction reporting system with respect to
securities listed or admitted to
trading on the New York Stock Exchange, Inc.
(the “NYSE”) or, if the Shares are not listed or
admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on
which the Shares are listed or admitted to trading or, if the
Shares are not listed or admitted to trading on any national
securities exchange, the last quoted sale price on such date or, if
not so quoted, the average of the high bid and low asked prices in
the over-the-counter market on such date, as reported by the
National Association of Securities Dealers, Inc. Automated
Quotations System or such other system then in use, or, if on any
such date the Shares are not quoted by any such organization, the
average of the closing bid and asked prices on such date as
furnished by a professional market maker making a market in the
Shares selected by the Committee. If the Shares are not publicly
held or so listed or publicly traded, the determination of the Fair
Market Value per Share shall be made in good faith by the
Committee.
(i) “Fiscal
Year”— The
fiscal year of the Company, as the same may be changed from time to
time.
(j) “Incentive
Stock Option”—A stock option intended to meet the
requirements of Section 422 of the Code and the regulations
thereunder.
(k) “Nonqualified
Stock Option”— A
stock option which is not an Incentive Stock Option.
(l) “Parent”
—Any corporation (other than
the Company) in an unbroken chain of corporations ending with the
Company if, at the time of the granting of an Award, each of the
corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in
one of the other corporations in such chain, or such other meaning
as may be hereafter ascribed to it in Code
Section 424.
(m) “Participant”—
An individual to whom an Award has
been made under the Plan. Awards may be made to employees of the
Company, or any of its subsidiaries (including subsidiaries of
subsidiaries), or any other entity in which the Company has a
significant equity or other interest, as determined by the
Committee, as well as individuals providing services to the
Company; provided, that Incentive Stock Options may only be granted
to employees of the Company or any of its Subsidiaries.
(n) “Performance
Period”— A
period of one or more consecutive Fiscal Years over which one or
more of the performance criteria listed in Section 5(e) shall
be measured pursuant to the grant of Awards (whether such Awards
take the form of stock options, performance share awards, long term
cash incentives or stock ownership incentive awards). Performance
Periods may overlap one another.
(o) “Shares”
or “Stock”— Authorized and issued or unissued shares of
common stock of the Company.
(p) “Subsidiary”
—Any corporation (other than
the Company) in an unbroken chain of corporations beginning with
the Company if, at the time of granting an Award, each of the
corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in
such chain, or such other meaning as may be hereafter ascribed to
it in Code Section 424.
3. Stock
Available for Awards.
Subject to adjustment pursuant to
Section 12, the number of shares that may be issued under the
Plan for Awards granted wholly or partly in stock during the term
of the Plan is 8,610,998. Shares of Stock may be made available
from the authorized but unissued shares of the Company, from shares
held in the Company’s treasury and not reserved for some
other purpose, or from shares purchased on the open market. For
purposes of determining the number of shares of Stock issued under
the Plan, no shares shall be deemed issued until they are actually
delivered to a Participant, or such other person in accordance with
Section 9. Shares covered by Awards that either wholly or in
part are not earned, or that expire or are forfeited, terminated,
canceled, settled in cash, payable solely in cash or exchanged for
other Awards, shall be available for future issuance under Awards.
Further, shares tendered to the Company in connection with the
exercise of stock options, or withheld by the Company for the
payment of tax withholding on any Award, shall also be available
for future issuance under Awards; provided, however, that not more
than
2
6,364,484 shares may be used for the grant of
Incentive Stock Options. In addition, not more than 750,000 of the
Shares available under the Plan may be used for the grant of fully
vested shares (in the form of Other Stock-Based Awards) to satisfy
payments under an annual incentive plan maintained by the
Company.
4. Administration.
The Plan shall be administered by
the Committee, which shall have full power to select Participants,
to interpret the Plan, and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or
proper. A majority of the Committee shall constitute a quorum. The
acts of a majority of the members present at any meeting at which a
quorum is present and acts approved in writing by a majority of the
Committee in lieu of a meeting shall be deemed acts of the
Committee. Each member of the Committee is entitled to, in good
faith, rely upon any report or other information furnished to that
member by any officer or other associate of the Company, any
subsidiary, the Company’s certified public accountants, or
any executive compensation consultant or other professional
retained by the Company to assist in the administration of the
Plan.
5. Awards.
The Committee shall determine the
type or types of Award(s) to be made to each Participant and shall
set forth in the related Award Agreement the terms, conditions,
performance requirements, limitations and restrictions applicable
to each Award. Awards may include but are not limited to
those listed in this Section 5. Awards may be granted singly,
in combination or in tandem. Awards may also be made in combination
or in tandem with, in replacement or payment of, or as alternatives
to, grants, rights or compensation earned under any other plan of
the Company, including the plan of any acquired entity.
(a) Stock
Option — A stock option is a grant of a right to
purchase a specified number of shares of Stock at a stated price.
The exercise price of Incentive Stock Options and Nonqualified
Stock Options shall be not less than 100% of Fair Market Value on
the date of grant; provided that, in the case of a Participant who
owns more than 10% of the tota
