Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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2003 Year-End Option Values

Number of shares underlying
unexercised options Value of unexercised in-the-
at year end(1) money options at year end


Name Exercisable Unexercisable Exercisable Unexercisable





Bevil J. Hogg(2)
    850,000       250,000     $       $    
Michael Kaminski
    208,332       341,668                  
Douglas M. Bruce(3)
    175,000       25,000                  
Melissa Walker(4)
    191,667       100,000                  
Nicola J.H. Young(5)
    25,000       150,000                  


(1)  Certain shares acquired or to be acquired upon exercise are subject to a right of repurchase by us. Our right to repurchase lapses as to 25% of the shares covered by the respective options on the first anniversary of the vesting start date, and lapses ratably on a monthly basis thereafter, with the repurchase right terminating in full on the fourth anniversary of the vesting start date.
 
(2)  Excludes 26,044 shares acquired subject to a right of repurchase. Also excludes options to purchase 175,000 shares of common stock, issuable upon Stereotaxis entering into a firm commitment underwriting agreement for the sale of its common stock to the public. As of December 31, 2003, if Mr. Hogg’s employment were terminated, 429,170 shares issuable upon exercise of Mr. Hogg’s options would be subject to repurchase by us at the original purchase price.
 
(3)  Excludes 100,002 shares acquired subject to a right of repurchase. Also excludes options to purchase 37,500 shares of common stock, issuable upon Stereotaxis entering into a firm commitment underwriting agreement for the sale of its common stock to the public. As of December 31, 2003, if Mr. Bruce’s employment were terminated, 94,792 shares issuable upon exercise of Mr. Bruce’s options would be subject to repurchase by us at the original purchase price.
 
(4)  As of December 31, 2003, if Ms. Walker’s employment were terminated, 71,355 shares issuable upon exercise of Ms. Walker’s options would be subject to repurchase by us at the original purchase price.
 
(5)  As of December 31, 2003, 13,542 shares issuable upon exercise of Ms. Young’s options would be subject to repurchase by us at the original purchase price.

Limitation of Liability and Indemnification

       The amended and restated certificate of incorporation which will be in effect upon consummation of this offering provides that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the General Corporation Law of the State of Delaware. We currently have a directors’ and officers’ liability insurance policy that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances. We believe that these indemnification and liability provisions are essential to attracting and retaining qualified persons as officers and directors.

       In addition, the amended and restated certificate of incorporation which will be in effect upon consummation of this offering provides that the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under the General Corporation Law of the State of Delaware. This provision in our amended and restated certificate of incorporation does not eliminate a director’s duty of care, and, in appropriate circumstances, equitable remedies such as an injunction or other forms of non-monetary relief remain available. Each director will continue to be subject to liability for any breach of the director’s duty of loyalty to us, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for acts or omissions that the director

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