Exhibit 10.6
INCENTIVE STOCK OPTION
AGREEMENT
UNDER
STEREOTAXIS, INC.
2002 STOCK INCENTIVE
PLAN
THIS AGREEMENT,
made this
day of
, 20 , by and between Stereotaxis,
Inc., a Delaware corporation (the “Company”), and
(“Optionee”).
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company (the
“Board of Directors”) has adopted the Stereotaxis, Inc.
2002 Stock Incentive Plan (as amended and/or restated from time to
time, the “Plan”) pursuant to which options,
performance share awards, restricted stock and stock appreciation
rights with respect to shares of the common stock of the Company
may be granted to employees of the Company and its subsidiaries and
certain other individuals; and
WHEREAS, the Company desires to grant to Optionee the
option to purchase certain shares of its stock under the terms of
the Plan;
NOW, THEREFORE,
in consideration of the premises,
and of the mutual agreements hereinafter set forth, it is
covenanted and agreed as follows:
1. Grant Subject to Plan
. This option is granted
under and is expressly subject to, all the terms and provisions of
the Plan, which terms are incorporated herein by reference. The
Optionee hereby acknowledges receipt of a copy of the Plan and
agrees to be bound by all the terms and provisions thereof. The
Committee referred to in Paragraph 4 of the Plan
(“Committee”) has been appointed by the Board of
Directors, and designated by it, as the Committee to make grants of
options.
2. Grant and Terms of
Option . (a)Pursuant
to action of the Committee, which action was taken on
, 200 (“Date of Grant”), the
Company grants to Optionee the option to purchase all or any part
of
(
) shares of the common stock of the Company, for a period of five
(5) years from the Date of Grant, at the purchase price of $
per share;
provided, however, that the right to exercise such option shall be,
and is hereby, restricted so that no shares may be purchased prior
to the first anniversary of the Date of Grant; that at any time
during the term of this option on or after the first anniversary of
the Date of Grant, Optionee may purchase up to 25% of the total
number of shares to which this option relates; that as of the first
day of each calendar month after the first anniversary of the Date
of Grant during the term of this option, Optionee may purchase up
to an additional 2.0833% of the total number of shares to which
this option relates; so on the fourth anniversary of the Date of
Grant during the term hereof, Optionee will have become entitled to
purchase the entire number of shares to which this option relates.
Notwithstanding the foregoing, in the event of a Change of Control
(as hereinafter defined) and if Optionee is involuntarily
terminated for reasons other than Cause or terminates for Good
Reason in contemplation of, on or within one (1) year after
the date of, the Change of Control, Optionee may purchase 100% of
the total number of shares to which this option relates. However,
in no event may this option or any part thereof be exercised after
the expiration of five (5) years from the Date of Grant. The
purchase price of the shares subject to the option may be paid for
(i) in cash, (ii) in the discretion of the Committee, by
tender of shares of Common Stock already owned by Optionee, or
(iii) in the discretion of the Committee, by a combination of
methods of payment specified in clauses (i) and (ii). In
addition, Optionee may effect a “cashless exercise” of
this option in which the option shares are sold through a broker
and a portion of the proceeds to cover the exercise price is paid
to the Company, or otherwise, all in accordance with the rules and
procedures adopted by the Committee. Provided, however, that no
shares of Common Stock may be tendered in exercise of this option
if such shares were acquired by Optionee through the exercise of an
Incentive Stock Option, unless (i) such shares have been held
by Optionee for at least one year, and (ii) at least two years
have elapsed since such Incentive Stock Option was
granted.
3. Definitions
. For purposes of the Award, the
following terms shall have the following meanings, except where
otherwise noted:
(a) “ Cause ”
shall mean Optionee’s fraud or willful misconduct as
determined by the Committee
(b) “ Change of Control
” shall mean:
(i) 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
(ii) Individuals who, as of the date
hereof, constitute the Board of Directors of the Company (the
“Board” and, 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
(iii) 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 ent
