Exhibit 10.3
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
entitled to vote generally in the election of directors of the
reorganized, merged or consolidated corporation’s
then-outstand
