Exhibit
10.2


 


Terms
and Conditions of Employment


 


	1)	Scope.
    Kevin Barry (“Employee”) accepts and agrees to the terms of the Stereotaxis offer letter dated 9/26/2018
    (“Offer Letter”). Both parties agree that Employee’s employment by Stereotaxis, Inc. (the “Company”
    or “Stereotaxis”) shall be subject to these terms and conditions set out herein. (The Offer Letter and these Terms
    and Conditions together are the “Agreement”.)
	 	 
	2)	Definitions.


 


	 	a)	“Confidential
    Information” means any information pertaining to the Stereotaxis Business and/or other information of the Company acquired
    by Employee during the course of or as a result of employment with the Company, which is not publically known, such as but
    not limited to, trade secrets, know-how, processes, designs, products, documentation, data, research and development plans
    and activities, standard operating procedures and validation records, drawings, tools, techniques, software and computer programs
    and derivative works, inventions (whether patentable or not), improvements, copyrightable material, business and marketing
    plans, projections, sales data and reports, confidential evaluations, the confidential use, nonuse or compilation by the Company
    of technical or business information in the public domain, customers and prospects, customer requirements, costs, profitability,
    sales and marketing strategies, pricing policies, operational methods, strategic plans, training materials, internal financial
    information, operating and financial data and projections, distribution or sales methods, prices charged by or to Company,
    inventory lists, sources of supplies, supply lists, lists of current or past employees and information concerning relationships
    between Company and its employees, collaborators, or customers.
	 	 	 
	 	b)	“Stereotaxis
    Business” means i) the development, manufacture, and sale of (A) equipment, software, devices, and methods in the field
    of remote, computer-controlled or computer-aided navigation and delivery of interventional medical devices, with or without
    the use of magnetic devices or systems, and (B) workstations, software, and networks used in or with medical procedures, and
    ii) research and planning and business development that is planned or implemented by Company during the term of employment,
    with respect to which Employee receives Confidential Information during employment.


 


	3)	At-Will
    Employment. Employee’s position, reporting, compensation, benefits, and time off shall be according to the Offer Letter
    or as otherwise directed by the Company. The Company is an “at-will” employer. This means that the Company or
    the Employee may terminate Employee’s employment at any time, for any reason or for no reason and/or with or without
    cause. Stereotaxis makes no promise that Employee’s employment will continue for a set period of time, nor is there
    any promise that it will be terminated only under particular circumstances. No raise or bonus or discussion of possible or
    potential future benefits if any, or changes to Employee’s position, reporting, or compensation, shall alter Employee’s
    status as an “at-will” employee or create any implied or express contract or promise of continued employment.
    No manager, supervisor or officer of Stereotaxis has the authority to change Employee’s status as an “at-will”
    employee. 
	 	 
	4)	Employment
    Services; Employee Handbook and Company Policies. Employee agrees that throughout the term of Employee’s employment,
    as a condition of Employee’s employment, Employee shall (a) diligently, in good faith and to the best of Employee’s
    abilities render such services as may be delegated to the Employee by the Company and (b) follow and act in accordance with
    all of Company’s rules, policies and procedures of Company, including, but not limited to this Agreement, the Company
    rules and policies, and the Employee Handbook, any of which may be revised from time to time at the sole discretion of the
    Company, with or without prior notice.


 




    	 



    	 



    

 


	5)	Inventions
    and Developments.


 


	 	a)	Any
    and all ideas, inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional
    patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and
    the like, which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether
    individually or otherwise, during the term of Employee’s employment whether or not during working hours, that relate
    to Stereotaxis Business or any work performed by Employee for Company (collectively, “Inventions and Developments”),
    shall be the sole and exclusive property of Company, and Company shall own any and all right, title and interest to such Inventions
    and Developments. Employee assigns and agrees to assign to Company any and all right, title and interest in and to any such
    Inventions and Developments whenever requested to do so by Company, at Company’s expense, and Employee agrees to execute
    any and all applications, assignments or other instruments which Company deems desirable or necessary to protect such interests,
    both during and after the term of Employment. 
	 	 	 
	 	b)	By
    way of clarification, Paragraph 5(a) shall not apply to any invention for which no equipment, supplies, facilities or Confidential
    and Trade Secret Information of Company was used and which was developed entirely on Employee’s own time, unless (i)
    the invention relates to Stereotaxis Business or to Company’s actual or demonstrably-anticipated research or development,
    or (ii) the invention results from any work performed by Employee for Company.


 


	6)	Confidential
    Information. Employee agrees to keep secret and confidential, and not to use or disclose to any third parties, except as directly
    required for Employee to perform Employee’s employment responsibilities for Company, any of Company’s Confidential
    Information. Excluded from the scope of these restrictions is Confidential Information that becomes generally available to
    the public in any manner other than by a breach of this Agreement by the Employee. 
	 	 
	7)	Company
    Materials. All notes, records, correspondence, data, hardware, software, documents or the like obtained by or provided to
    the Company regarding Stereotaxis Business, or otherwise made, produced, or compiled during the course or as a result of employment
    with the Company which contain Confidential Information, regardless of the type of medium in which such is preserved, (“Company
    Materials”), are the sole and exclusive property of the Company, and shall be surrendered to the Company on request
    or upon Employee termination for any reason. During Employee’s employment, Employee will not copy, reproduce or otherwise
    duplicate, record, abstract, summarize or otherwise use, any Company Materials except as expressly permitted or required for
    the proper performance of Employee’s duties on behalf of the Company.
	 	 
	8)	Attention
    to Duties; Conflict of Interest.


 


	 	a)	Employee
    represents that the execution and delivery of the Agreement and Employee’s employment with Company do not violate any
    previous employment agreement or other contractual obligation of Employee, and there are no outstanding commitments or agreements
    inconsistent with any of the terms of this Agreement or the services to be rendered to Stereotaxis. If in the course of Employee’s
    employment, Employee becomes aware of any such obligations or commitments or any real or apparent conflicts of commitment
    or conflicts of interest, Employee shall immediately disclose them to Employee’s supervisor. 
	 	 	 
	 	b)	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 not hold any direct or indirect interests in or relationships with any organization
    that might affect the objectivity and independence of the Employee’s judgment or conduct in carrying out duties and
    responsibilities to the Company or interfere with the performance of Employee’s duties under this Agreement. However,
    nothing herein shall preclude employee from pursuing Employee’s personal, financial and legal affairs, or, subject to
    the prior written consent of the Company, (i) serving on any corporate or governmental board of directors, (ii) serving on
    the board of, or working for, any charitable, not-for-profit or community organization, or (iii) pursuing any other activity;
    provided that Employee shall not, and the said consent shall not be deemed to permit Employee to, engage in any activity,
    for compensation or otherwise, which would violate Sections 7, 8, or 11 of this Agreement or would otherwise conflict, create
    the appearance of a conflict, or interfere with the performance of Employee’s duties and responsibilities hereunder,
    either directly or indirectly.


 




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	9)	Non-Competition,
    Non-solicitation. Employee agrees that while employed by the Company and for one year after the employment terminates for
    any reason, and regardless of how or why Employee’s termination occurs, Employee shall not, directly or indirectly (whether
    individually or as owner, partner, consultant, employee or otherwise):


 


	 	a)	engage
    in, assist or have an interest in, enter the employment of, or act as an agent, advisor or consultant for, any person or entity
    that then is or intends to be in competition with the Company with respect to Stereotaxis Business. A person or entity will
    be deemed “in competition” if it is involved in research, development, manufacture, supplying or sale of a product,
    process, apparatus, service or development which is competitive with a product, process, apparatus, service or development
    on which Employee worked, or with respect to which Employee has or had access to Confidential Information during or as a result
    of the Employee’s employment.
	 	 	 
	 	b)	solicit,
    divert, or take away, or attempt to solicit, divert or take away from the Company the business of any customers for the purpose
    of selling or providing to such customer any product or service which is included in the Stereotaxis Business as defined herein;
	 	 	 
	 	c)	knowingly
    to cause or attempt to cause any customer, vendor, or other third party collaborating with the Company to terminate or reduce
    its existing relationship with the Company; 
	 	 	 
	 	d)	knowingly
    solicit, induce, or hire, or attempt to solicit, induce, or hire, any employee, consultant, or distributor of the Company
    to leave the employ of the Company and/or to work for any competitor of the Company.


 


	10)	Notification;
    Non-disparagement. Employee shall notify any prospective employer of the existence and terms of this Agreement, prior to acceptance
    of employment outside of the Company. Company may inform any person or entity subsequently employing, or evidencing an intention
    to employ Employee of the nature of the information Company asserts to be Confidential Information, and may inform that person
    or entity of the existence of this Agreement, the terms hereof, and provide to that person or entity a copy of these terms
    and conditions. Neither party shall in any way disparage the other, including current or former officers, directors and employees
    of the Company, and neither party shall make or solicit any comments, statements or the like to the media or to others, including
    their agents or representatives, that may be considered to be derogatory or detrimental to the good name or business reputation
    of the other party.
	 	 
	11)	Acknowledgments
    Regarding Restrictions. Employee acknowledges, understands, and agrees that:


 


	 	a)	The
    provisions relating to confidentiality, conflicts of interest, non-competition, and their post-employment continuation are
    material consideration for the compensation and other benefits of Employee’s employment by Company, and without Employee’s
    agreement to these provisions and restrictions, Employee would not be employed by the Company.
	 	 	 
	 	b)	Employee
    agrees that the covenants relating to non-competition, non-solicitation, and disparagement in this Agreement are appropriate
    and fair and necessary to avoid conflicts of interest and commitment and to protect the Company’s legitimate interests
    in its Confidential Information, goodwill, and relationships. 
	 	 	 
	 	c)	The
    restrictions contained herein are not limited geographically in view of Company’s worldwide operations and the nature
    of the Confidential Information, customers and /or other business relationships to which Employee will have access. These
    restrictions may preclude, for a time, Employee’s employment with competitors of Company. Company agrees, however, that
    if it is commercially reasonable, after the Employee’s employment and within the Restricted Period it may provide written
    permission for Employee to provide services to or be employed by firms that are engaged in Stereotaxis Business, so long as
    such services or employment are provided to divisions, departments, or affiliates that are not engaged in Stereotaxis Business
    within those firms. Such permission shall not be deemed to waive or diminish the prohibitions on disclosure or use of Confidential
    Information or the covenants of non-competition in this Agreement. 


 




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	 	d)	None
    of these restrictions is intended to prevent the Employee from owning up to one percent (1%) of the publicly traded stock
    of any company during the Restricted Period. 
	 	 	 
	 	e)	In
    the event of a breach or threatened breach of any of Employee’s duties and obligations under Sections 5-10, Company
    shall be entitled, in addition to any other legal or equitable remedies (including any right to damages), to temporary, preliminary
    and permanent injunctive relief restraining such breach or threatened breach. Employee expressly acknowledges that the harm
    that might result to Company’s business as a result of any noncompliance by Employee with any of the provisions of these
    Sections would be largely irreparable, and specifically agrees that if there is a question as to the enforceability of any
    of the provisions of these Sections, Employee will not engage in conduct alleged to be inconsistent with or contrary to such
    Sections before the question has been resolved by a final judgment of an arbitrator or court of competent jurisdiction.
	 	 	 
	 	f)	To
    ensure Employee’s understanding of and compliance with the obligations under this Agreement, Employee agrees to engage
    in an exit interview with the Company at the Company’s expense prior to Employee’s last day of employment, at
    a time and place or by telephone, as designated by the Company, and that Employee may be required to confirm that Employee
    will comply with Employee’s post termination obligations.
	 	 	 
	 	g)	Non-Waiver
    of Rights. Company’s failure at any time to enforce or require performance by Employee of any of the provisions of this
    Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement,
    or any part hereof, or the right of Company thereafter to enforce each and every provision in accordance with the terms of
    this Agreement.


 


	12)	Binding
    Arbitration. 


 


	 	a)	Any
    dispute, claim or controversy with respect to Employee’s employment or its termination (whether the termination of employment
    is voluntary or involuntary) shall be settled exclusively (except as set out in Section 11(e) above) by arbitration in accordance
    with the rules of the American Arbitration Association (“AAA”). Either party may request arbitration in writing
    after good faith efforts to resolve the matter internally, and the parties shall select an arbitrator under the AAA rules.
    Employee and Stereotaxis each waive their constitutional rights to have such matters determined by a jury, explicitly and
    definitely prefer arbitration to recourse to the courts, and have prescribed arbitration as their sole and exclusive method
    of binding dispute resolution because, among other reasons, it is quicker, less expensive, and less formal than litigation
    in court.
	 	 	 
	 	b)	Except
    as set out in Section 14 below, the arbitrator shall not have the authority to modify, add to or eliminate any provision of
    this Agreement. The arbitration shall be held in St. Louis, Missouri. The award of the arbitrator shall be final and binding
    on the parties. Judgment upon the arbitrator’s award may be entered in any court, state or federal, having jurisdiction
    over the parties. If a written request for arbitration is not made within one (1) year of the date of the termination of employment
    or, in the case of disputes not resolved internally, the date of the final decision reached by the Human Resources Department,
    all remedies regarding such dispute, claim or controversy shall be waived. 
	 	 	 
	 	c)	In
    the event of any litigation or arbitration or other proceeding by which one party seeks to enforce its rights or seeks a declaration
    of any rights or obligations under this Agreement, a party that is finally determined to have breached this Agreement or the
    party against which injunctive relief is awarded shall pay the other party its reasonable attorney fees, costs, and expenses
    incurred.


 




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	13)	Choice
    of Forum and Governing Law. Employee acknowledges and agrees that substantial and material aspects of the employment under
    this Agreement take place in St. Louis, Missouri and that the important decisions, training, planning and activities hereunder
    are focused in St. Louis, Missouri. In light of Company’s substantial contacts with the State of Missouri, the parties’
    interests in ensuring that disputes regarding the interpretation, validity and enforceability of this Agreement are resolved
    on a uniform basis, and Company’s execution of, and the making of this Agreement in Missouri, the parties agree that:
    (a) any litigation involving any noncompliance with or breach of the Agreement, or regarding the interpretation, validity
    and/or enforceability of the Agreement, shall be filed and conducted exclusively in the state or federal courts in St. Louis
    County, Missouri; and (b) the Agreement shall be interpreted in accordance with and governed by the laws of the State of Missouri.
    
	 	 
	14)	Severability.
    If any provision(s) of this Agreement are or become invalid, are ruled illegal or are deemed unenforceable by any tribunal
    of competent jurisdiction, it shall be modified and enforced to the maximum extent permissible under applicable law. It is
    the intention of the Parties that the remainder of this Agreement shall not be affected, provided that a Party’s rights
    under this Agreement are not materially affected, in which case the Parties covenant and agree to revise any such provision
    or the Agreement in good faith in order to provide a term, covenant, condition or application of this Agreement that most
    closely complies with the intent of the Parties under the Agreement as originally executed. 
	 	 
	15)	Assignment.
    The Company may assign this Agreement and Employee’s employment to any entity to which the operations it currently manages
    are transferred, whether through reorganization, merger, sale or any other transfer. As a contract for personal services,
    neither this Agreement nor any rights hereunder shall be assigned by Employee. 
	 	 
	16)	Construction.
    The Parties to this Agreement represent and acknowledge that in executing this Agreement they do not rely and have not relied
    upon any representation or statement made by the other party or the other party’s agents, attorneys or representatives
    regarding the subject matter, basis, or effect of this Agreement or otherwise, other than those specifically stated in this
    written Agreement. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly
    for or against any party. This Agreement shall be construed as if each party was its author and each party hereby adopts the
    language of this Agreement as if it were his, her or its own. Section headings are provided in this Agreement for convenience
    only and shall not be deemed to substantively affect the content of such sections. In addition, Employee acknowledges and
    agrees that Employee’s post-employment obligations herein are reasonable and should be fully enforceable regardless
    of why or how the employment ends.
	 	 
	17)	Entire
    Agreement. This Agreement, including the Offer Letter and these Terms and Conditions and any Exhibits attached hereto, sets
    forth all the covenants, promises, agreements, representations, conditions and understandings between the Parties hereto with
    respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings between the Parties.
    There are no covenants, promises, agreements, representations, conditions or understandings, either oral or written, between
    the Parties with respect to the subject matter hereof other than as set forth herein and therein. No amendment, change or
    addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by the Employee and an authorized
    representative of the Company. This Agreement cannot be changed orally or by any conduct of either Employee or the Company
    or any course of dealings between Employee, or another person and the Company.


 




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Employee
and the Company have executed this Agreement and agree to enter into and be bound by the provisions hereof as of          .


 


BY
SIGNING THIS AGREEMENT, EMPLOYEE IS HEREBY CERTIFYING THAT EMPLOYEE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY
BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING
THE AGREEMENT TO ASK ANY QUESTIONS EMPLOYEE HAS ABOUT THE AGREEMENT AND HAS RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS
AND TO CONFER WITH COUNSEL; AND (D) UNDERSTANDS EMPLOYEE’S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.


 


THIS
CONTRACT CONTAINS A BINDING ARBITRATION PROVISION.


 


	Employee
    	 	Stereotaxis,
    Inc. 
	 	 	 
	/s/
    Kevin Barry 9/30/18 	 	/s/
    Martin C. Stammer 10/10/18
	Kevin
    Barry	 	Marty
    Stammer
	 	 	CFO







 






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