Exhibit 10.7
RESTRICTED STOCK
AGREEMENT
UNDER
STEREOTAXIS, INC. 2002 STOCK
INCENTIVE PLAN
THIS AGREEMENT,
made effective as of the
day of
, 20 , by and between Stereotaxis,
Inc., a Delaware corporation (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 (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 Awardee a
restricted stock award for
(
) shares of its stock under the terms hereinafter set
forth;
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 made
under and is expressly subject to, all the terms and provisions of
the Plan, which terms are incorporated herein by reference. Awardee
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 awards of
restricted stock.
2. Grant and Terms of
Award . Pursuant to
action of the Committee, which action was taken on
June 16 , 20005 (“Date of Award”), the
Company awards to the Awardee
(
) shares of the Common Stock of the Company, of the par value of
$.001 per share (“Shares”); provided, however, that the
Shares hereby awarded are subject to the risks of forfeiture
described below and are nontransferable by the Awardee to the
extent described below for a period commencing on the Date of Award
and ending as follows (“Restriction
Periods”):
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. On the
date ending one year after the Date of Award, 25% of the Shares
awarded will become transferable by the Awardee. On the date ending
two years after the Date of Award, a cumulative 50% of the Shares
awarded will become transferable by the Awardee. On the date ending
three years after the Date of Award, a cumulative 75% of the Shares
awarded will become transferable by the Awardee. On the date ending
four years after the Date of Award, a cumulative 100% of the Shares
awarded will become transferable by the Awardee. During the
Restriction Periods, the nontransferable Shares shall bear a legend
indicating their nontransferability. If the Awardee terminates
service for any reason, including without limitation, upon death or
Disability, during the Restriction Periods, the Awardee shall
forfeit the Shares which remain nontransferable at that time If, at
the end of the last Restriction Period, the Awardee is and has been
continuously in the service of the Company since the Date of Award,
all of the awarded Shares shall become fully vested and
nonforfeitable. 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. 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, except where
otherwise noted:
(a) “ Cause ”
shall mean Awardee’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
