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DEF 14A
STEREOTAXIS, INC. filed this Form DEF 14A on 04/10/2019
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  (1) The amounts appearing in this column represent the total number of options and stock appreciation rights (SARs) that have not vested as of December 31, 2018. Options and SARs granted to the Named Executive Officers, vest at the rate of 25% one year from the date of grant, and monthly thereafter, over 36 additional months.
     
  (2) The amounts appearing in this column represent the total number of service-vested restricted share units granted under our 2012 Stock Incentive Plan. The restricted share units vest at the rate of 25% annually beginning with the one-year anniversary of the date of grant. The restricted share units granted to Mr. Fischel will vest on the earliest to occur of (i) the fifth anniversary of the date of the award, (ii) the date on which his service as a director on the Board of Directors terminates, or (iii) a Change of Control of the Company.
     
  (3) Based on the closing price of $1.08 for the shares of our common stock on December 31, 2018.
     
  (4) David L. Fischel was appointed Chief Executive Officer February 3, 2017. All awards in this table were granted to him as a director.
     
  (5) On November 5, 2018, Kevin M. Barry was hired as Chief Legal Officer & Secretary.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table discloses information as of December 31, 2018, regarding securities to be issued upon the exercise of outstanding options, warrants and rights under equity compensation plans.

 

Plan Category  Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1)   Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(2) 
    (a)    (b)    (c) 
Equity compensation plans approved by shareholders   1,812,735   $2.54    5,086,152 
Equity compensation plans not approved by shareholders               
Total   1,812,735   $2.54    5,086,152 

 

  (1) Shares issuable upon vesting of restricted share units are not included in the weighted average computation.
     
  (2) Includes 647,649 restricted share units covered by outstanding awards that have not yet vested and are subject to forfeiture. In the event of forfeiture, such shares will be available for issuance under the 2012 Stock Incentive Plan.

 

Potential Payments Upon Termination or Change of Control

 

The award agreements under our 2002 Stock Incentive Plan and 2012 Stock Incentive Plan provide for the acceleration of certain equity awards in the event of termination of the employee’s employment due to a change of control of the Company. The provisions under the award agreements are generally applicable to awards granted to all participants in the Plan, including the Named Executive Officers. We have described those provisions generally below. Additionally, under the stock incentive plans, in the event of a change of control of the Company, the Compensation Committee has discretion to provide for termination of awards in exchange for cash payments or the issuance of substitute awards. Benefits or payments under other plans and arrangements that are generally available to the Company’s employees on similar terms are not described.

 

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