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STEREOTAXIS, INC. filed this Form PRE 14A on 03/28/2019
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In addition, we have entered into an employment agreement with Mr. Stammer that provides for a continuation of certain post-employment benefits, to the extent permitted under the applicable employment benefit plan(s). His employment agreement provides for payments at, following, or in connection with a variety of circumstances following his termination of employment or in the event of a change of control of the Company.


Provisions of awards under the Stock Incentive Plans


If Mr. Stammer’s employment is terminated on or within one year after a change of control (or in the case of restricted stock, restricted stock units or SARs, the employee leaves for good reason, as defined in the agreement), the award agreements for such restricted stock, restricted stock units, and SARs under the 2002 Stock Incentive Plan and 2012 Stock Incentive Plan provide as follows: (1) all unvested SARs will vest immediately and all unexercised SARs can be exercised for their remaining terms; and (2) all outstanding restricted stock and restricted stock units vest immediately and become non-forfeitable.


The awards do not generally accelerate in connection with the retirement, resignation or other termination of employment (i.e., voluntary termination, termination for cause or involuntary termination) of any of the participants. In addition, none of the equity awards under the 2002 Stock Incentive Plan or 2012 Stock Incentive Plan accelerate in the event of termination by death or disability. SARs and options could be exercised for specified periods following retirement, death or disability.


Employment Agreements


If Mr. Stammer is terminated by the Company without cause, he will receive his monthly base salary as of the date of termination for 12 months following the date of termination. He also will receive continuation of medical and dental benefits and life and disability insurance benefits (subject to any requirement for employee premium contributions) for 12 months, except that such benefits will terminate upon receipt of comparable benefits from another employer. In the event of termination by the Company without cause, the salary continuation payments will be offset by the amount of any compensation that he receives during the severance period from the Company, any other employer or as an independent contractor.


In the event of a termination of Mr. Stammer during the period commencing six months prior to a change of control of the Company and ending two years after a change of control, or if he separates from service for good reason, as defined in the employment agreement, within two years after a change of control of the Company, then he will be entitled to a lump sum payment equal to the his annual base salary at a rate equal to the greater of the rate in effect immediately before the his separation or the rate in effect immediately before the change of control. In addition he will receive continued medical and dental coverage under the Company’s benefit plans pursuant to COBRA for up to one year following the his separation from service at the Company’s cost, and continued life and disability insurance benefits, also at the Company’s cost. All outstanding unvested awards under the 2002 Stock Incentive Plan and the 2012 Stock Incentive Plan will become fully vested.




The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of March 13, 2019 by:


  each person known by us to own beneficially more than 5% of our outstanding common stock;
  each of our directors;
  each of our Named Executive Officers; and
  all of our directors and executive officers as a group.


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