Delaware
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94-3120386
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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(c) The Company announced that it had appointed Samuel W. Duggan as its new Chief Financial Officer, effective October 1, 2011. Mr. Duggan will join the Company on October 3, 2011. The Company is not aware of any (i) family relationship between Mr. Duggan and any director or executive officer of the Company, or (ii) any transactions, proposed transactions, or series of either to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Duggan had, or will have, a direct or indirect material interest. Mr. Duggan's business experience is described in paragraphs two and five of the Company's Press Release, dated October 3, 2011 (the "Press Release"), which is attached hereto as Exhibit 99.1. Paragraphs two and five of the Press Release is incorporated herein by reference.
The Company and Mr. Duggan have entered into an Offer of Employment and an Executive Employment Agreement ("Agreement") effective as of October 1, 2011. In accordance with the terms of the Agreement, Mr. Duggan will be paid a base salary of $270,000 and will be eligible to participate in an annual cash bonus plan that will provide for a bonus opportunity equal to a target of 50% and a maximum of 100% for overachievement, of his then-current base salary, subject to the achievement of Company objectives and performance goals established by the Company's Board of Directors. Such bonus opportunity will be pro-rated for 2011. In addition, upon the commencement of his employment, the Company agreed to grant Mr. Duggan options to purchase up to 175,000 shares of the Company's stock in the form of stock appreciation rights, which shall vest over a period of four years, and 25,000 performance-based restricted shares, which shall vest if certain performance criteria are met.
The Agreement is an at-will employment agreement. If Mr. Duggan is terminated without cause, he will be paid a salary continuation equal to his monthly base salary plus benefits for 12 months. Such payments will be offset by the amount of any compensation received during the severance period from the Company or from another employer or as an independent contractor. In addition, if Mr. Duggan's employment is terminated within a year after a change of control of the Company, he will be paid his monthly base salary plus benefits for a period of 12 months without offset for employment with another organization, and 100% of his unvested options, stock appreciation rights and restricted shares will vest under the terms of the 2002 Stock Incentive Plan.
The Agreement provides that for the term of the Agreement and for up to two years thereafter, Mr. Duggan may not directly or indirectly become employed by, assist or have an interest in any person or entity that is or intends to be in competition with the Company nor may he solicit any employee to leave the employment of the Company and/or work for a competitor.
99.1 Stereotaxis, Inc. Press Release dated October 3, 2011.
Stereotaxis, Inc.
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Date: October 03, 2011
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By:
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/s/ Karen Witte Duros
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Karen Witte Duros
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Sr. Vice President, General Counsel and Secretary
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Exhibit No.
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Description
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EX-99.1
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Stereotaxis, Inc. Press Release dated October 3, 2011
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