Exhibit
10.1


 


NON-EMPLOYEE
DIRECTOR COMPENSATION PROGRAM


 


The
Stereotaxis, Inc. Non-Employee Director Compensation program effective July 1, 2021:


 


Annual
Awards of Restricted Share Units (“RSUs”)


 


	Annual
    award to each director	RSUs
    equal to $200,000 


 


All
equity awards to directors will be issued under the Stereotaxis, Inc. 2012 Stock Incentive Plan or a successor Plan.


 


Annual
equity awards will be made in two installments on the first business day of January and the first business day of July in each calendar
year, paid in arrears and pro-rated according to the length of time served as a director. The value of each semi-annual installment will
equal $100,000. The number of RSUs issued at each semi-annual installment will be calculated by dividing a) the total semi-annual grant
value of $100,000 by b) the adjusted closing per share on the accounting grant date for each semi-annual period.


 


The
RSUs will vest on the earliest to occur of (i) the fifth anniversary of the date of the award, (ii) the date on which the service of
the director on the board of directors terminates, or (iii) a Change of Control of the Company. Notwithstanding the foregoing, directors
receiving an award of RSUs may elect to receive the RSUs pursuant to an alternate vesting schedule under which the RSUs will vest immediately
but will be subject to a one year limit on trading, provided that such an election is made in the year preceding the year in which the
RSUs are earned.


 


Notwithstanding
anything in this Program to the contrary, this program and each award is intended to comply with the requirements imposed by Internal
Revenue Code Section 409A. If any program provision or award would result in the imposition of an additional tax under Section 409A of
the Code, the Company and the director intend that the program provision or award will be reformed to avoid imposition, to the extent
possible, of the applicable tax and no action taken to comply with Section 409A of the Code shall be deemed to adversely affect the director’s
rights to an award. The director further agrees that the Company, in the exercise of its sole discretion and without the consent of the
Director, may amend or modify an award in any manner and delay the payment of any amounts payable pursuant to an award to the minimum
extent necessary to meet the requirements of Section 409A of the Code as the Company deems appropriate or desirable. Notwithstanding
anything in the program, an award, or any other agreement (written or oral) to the contrary, if the director is a “specified employee”
(within the meaning of Code Section 409A) on the date of separation from service, any payments made with respect to such separation from
service under any award will be delayed to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code, and such payments
or benefits will be paid or distributed to the director during the five-day period commencing on the expiration of the six-month period
measured from the date of the director’s separation from service. Upon the expiration of the applicable six-month period under
Section 409A(a)(2)(B)(i) of the Code, all payments so deferred will be paid to the director in a lump sum payment without interest. Any
remaining payments and benefits due under an award will be paid as otherwise provided in the award.