Exhibit 10.1
NONQUALIFIED STOCK OPTION
AGREEMENT
UNDER
STEREOTAXIS, INC.
2002 STOCK INCENTIVE
PLAN
THIS AGREEMENT,
made this ____ day of _____________,
20__, by and between Stereotaxis, Inc. (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 (the "Plan") pursuant to which options covering an
aggregate of ________ 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
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 . 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 ten (10) 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’s employment is
terminated in contemplation of, or within one (1) year after, 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 ten (10) 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. For the purposes of this
Agreement, a Change of Control means:
a.
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
b.
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 stockholders, 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
c.
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 elect
