Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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                               AT-WILL EMPLOYMENT
                                    AGREEMENT

It is understood and agreed that the employment by Stereotaxis, Inc., a Delaware
corporation (the "Company" or "Stereotaxis"), of the employee named below
("Employee") shall be subject to the terms and conditions of this At-Will
Agreement ("Agreement").

1. Position; Base Salary; Incentive Compensation.

Employee shall serve as the Vice President and Chief Financial Officer or in
such other capacity or capacities as Stereotaxis may from time to time direct.
Employee shall report to Bevil Hogg or such other person as the Company may from
time to time direct. Employee's supervisor shall schedule employee's hours of
work and Employee's position with the Company is Exempt.

Employee shall be paid according to the terms of his or her offer letter. Such
payments shall be subject to applicable withholdings and deductions.

2. Vacation and Sick Leave Benefits.

Company-paid vacation and sick leave will be governed by the Employee Handbook.

3. Company Benefits.

While Employed by the Company, Employee shall be entitled to receive the
benefits of employment as the Company may offer from time to time. Employee
agrees that as a condition of Employee's employment by the Company that Employee
will be bound and subject to the terms and conditions of the Company's Employee
Handbook. The Employee Handbook may be revised from time to time at the sole
discretion of the Company with or without prior notice.

4. Attention to Duties; Conflict of Interest.

While employed by the Company, Employee shall devote Employee's full business
time, energy and abilities exclusively to the business and interests of
Stereotaxis, and shall perform all duties and services in a faithful and
diligent manner and to the best of Employee's abilities. Employee shall not,
without the Company's prior written consent, render to others, services of any
kind for compensation, or engage in any other business activity that would
materially interfere with the performance of Employee's duties under this
Agreement. Employee represents that Employee has no other outstanding
commitments inconsistent with any of the terms of this Agreement or the services
to be rendered to Stereotaxis. While employed by the Company, Employee shall
not, directly or indirectly, whether as a partner, employee, creditor,
shareholder, or otherwise, promote, participate or engage in any activity or
other business competitive with the Company's business. Employee shall not
invest in any company or business, which competes in any manner with the
Company, except those companies whose securities are listed on the national
securities exchanges.

The Company acknowledges that Employer serves as a Director of ESCO Corporation 
and Maryville University and Employee represents that such service will not 
materially interfere with the performance of Employee's duties under this 
Agreement.

5. Proprietary Information.

Employee agrees to be bound by the terms of the Confidentiality and Noncompete
Agreement and exhibits thereto, which are attached as Exhibit A and incorporated
by this reference ("Confidentiality and Noncompete Agreement"), and, by the
rules of confidentiality promulgated by Stereotaxis from time to time.




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