Exhibit 10.3
PERFORMANCE SHARE
AGREEMENT
UNDER
STEREOTAXIS, INC. 2002 STOCK
INCENTIVE PLAN
(June, 2005)
THIS AGREEMENT, made effective as of [date], by and between
Stereotaxis, Inc., (the “Company”), and
(the “Awardee”);
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company (the
“Board of Directors”) has adopted the Stereotaxis, Inc.
2002 Stock Incentive Plan (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 Awardee a
performance share award for
(
) shares of its stock under the terms hereinafter set forth
(“Award”);
NOW, THEREFORE,
in consideration of the premises,
and of the mutual agreements hereinafter set forth, it is
covenanted and agreed as follows:
1. Award Subject to Plan . This award
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. Terms not defined herein shall have the meaning ascribed
thereto in the Plan. 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 Performance Shares.
2. Grant and Terms of Award .
Pursuant to action of the Committee, which action was taken on
[date] (“Date of Award”), the Company awards to Awardee
(
) shares of the Common Stock of the Company, of the par value of
$.001 per share (“Shares” or “Performance
Shares”); provided, however, that the Shares hereby awarded
are subject to the risks of forfeiture described below and are
nontransferable by the Awardee for a period commencing on the Date
of Award and ending upon the date on which certain Performance
Criteria set forth in Exhibit A to this Agreement have been
achieved (the “Restriction Periods”). During the
Restriction Periods, the nontransferable Shares shall bear a legend
indicating their nontransferability. Further, during the period
ending immediately before the date one year after the Date of
Award, all Shares will be subject to forfeiture and nontransferable
by the Awardee. If the Awardee terminates service with the Company
for any reason, including without limitation, upon death or
Disability, prior to the date on which the Performance Criteria
with respect to the applicable portion of the Award have been
achieved,
Awardee shall forfeit the Shares which remain
nontransferable at that time. Notwithstanding the foregoing, if
there is a Change of Control (as hereinafter defined) and Awardee
is involuntarily terminated for reasons other than Cause or
terminates for Good Reason on or within one (1) year after the date
of the Change of Control, the total number of Shares to which this
grant relates shall vest immediately and become nonforfeitable.
Notwithstanding anything herein to the contrary, in the event that
any of the Performance Criteria are not met within five (5) years
after the Date of Award, any Shares remaining unvested and
nontransferable under the terms of the Award will be forfeited by
Awardee and returned to the Company. Subject to the terms hereof
and of the Plan, to the extent a Share is vested, it shall be
transferable.
3. Definitions
. For purposes of the Award, the
following terms shall have the following meanings:
(a) The Performance Criteria and the
applicable vesting percentages related to achievement of each
Performance Criteria are set forth in Exhibit A to this
Agreement.
(b) “ Cause ”
shall mean Awardee’s fraud or willful misconduct as
determined by the Committee.
(c) “ 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
