Notice of Performance Share Award



 Exhibit 10.3 
  
 PERFORMANCE SHARE AGREEMENT 
 UNDER 
 STEREOTAXIS, INC. 2002 STOCK INCENTIVE PLAN 
 (June, 2005) 
  
 THIS AGREEMENT, made effective as of [date], by and between Stereotaxis, Inc., (the “Company”), and
                             (the “Awardee”); 
  
 WITNESSETH THAT: 
  
 WHEREAS, the Board of Directors of the Company (the “Board of
Directors”) has adopted the Stereotaxis, Inc. 2002 Stock Incentive Plan (the “Plan”) pursuant to which options, performance share awards, restricted stock and stock appreciation rights with respect to shares of the common stock of the
Company may be granted to employees of the Company and its subsidiaries and certain other individuals; and 
  
 WHEREAS, the Company desires to grant to Awardee a performance share award for
                     (            ) shares of its stock under the terms
hereinafter set forth (“Award”); 
  
 NOW,
THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows: 
  
 1. Award Subject to Plan. This award is granted under and is expressly subject to, all the terms and provisions of the Plan, which
terms are incorporated herein by reference. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. Terms not defined herein shall have the meaning ascribed thereto in the Plan.
The Committee referred to in Paragraph 4 of the Plan (“Committee”) has been appointed by the Board of Directors, and designated by it, as the Committee to make grants of Performance Shares. 
  
 2. Grant and Terms of Award. Pursuant to action of the
Committee, which action was taken on [date] (“Date of Award”), the Company awards to Awardee                     
(            ) shares of the Common Stock of the Company, of the par value of $.001 per share (“Shares” or “Performance Shares”); provided, however, that the
Shares hereby awarded are subject to the risks of forfeiture described below and are nontransferable by the Awardee for a period commencing on the Date of Award and ending upon the date on which certain Performance Criteria set forth in Exhibit A to
this Agreement have been achieved (the “Restriction Periods”). During the Restriction Periods, the nontransferable Shares shall bear a legend indicating their nontransferability. Further, during the period ending immediately before the
date one year after the Date of Award, all Shares will be subject to forfeiture and nontransferable by the Awardee. If the Awardee terminates service with the Company for any reason, including without limitation, upon death or Disability, prior to
the date on which the Performance Criteria with respect to the applicable portion of the Award have been achieved, 







 Awardee shall forfeit the Shares which remain nontransferable at that time. Notwithstanding the foregoing, if there is a
Change of Control (as hereinafter defined) and Awardee is involuntarily terminated for reasons other than Cause or terminates for Good Reason on or within one (1) year after the date of the Change of Control, the total number of Shares to which this
grant relates shall vest immediately and become nonforfeitable. Notwithstanding anything herein to the contrary, in the event that any of the Performance Criteria are not met within five (5) years after the Date of Award, any Shares remaining
unvested and nontransferable under the terms of the Award will be forfeited by Awardee and returned to the Company. Subject to the terms hereof and of the Plan, to the extent a Share is vested, it shall be transferable. 
  
 3. Definitions. For purposes of the Award, the following terms
shall have the following meanings: 
  
 (a) The
Performance Criteria and the applicable vesting percentages related to achievement of each Performance Criteria are set forth in Exhibit A to this Agreement. 
  

(b) “Cause” shall mean Awardee’s fraud or willful misconduct as determined by the Committee. 
  
 (c) “Change of Control” shall mean:

  
 (i) The purchase or other acquisition (other
than from the Company) by any person, entity or group of persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its
subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then-outstanding shares of common stock of the
Company or the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors; or 
  
 (ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Board” and, as of the date
hereof, the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person who becomes a director subsequent to the date hereof whose election, or nomination for election by the
Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an individual whose initial assumption of office is in connection with an actual or threatened election
contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this section, considered as though such person were a member of the
Incumbent Board; or 
  

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 (iii) The consummation of a reorganization, merger or consolidation, in each case with
respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of, respectively, the common stock and the combined voting power
entitled to vote generally in the election of directors of the reorganized, merged or consolidated corporation’s then-outstanding voting securities, or of a liquidation or dissolution of the Company or of the sale of all or substantially all of
the assets of the Company. 
  
 (d)
“Company” shall mean Stereotaxis, Inc., a Delaware corporation. 
  
 (e) “Company Stock” shall mean common stock of the Company. 
  
 (f) “Disability” or
“Disabled” shall mean Awardee is permanently and totally disabled within the meaning of Section 422(c)(6) of the Internal Revenue Code of 1986, as amended, which, as of the date hereof, shall mean that Awardee is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
Awardee shall be considered Disabled only if Awardee furnishes such proof of Disability as the Committee may require. 
  
 (g) “Good Reason” shall mean”: 
  
 (i) Requiring Awardee to be based at any office or location more than 50 miles from Awardee’s office or
location as of the date of the Change of Control; 
  
 (ii) The assignment to Awardee of any duties inconsistent in any respect with Awardee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as of the date of the Change of
Control or any action by the Company or any of its subsidiaries which results in a diminution in such position, authority, duties or responsibilities; or 
  
 (iii) The reduction in Awardee’s total compensation and benefits below the level in effect as of the date of the Change of Control.

  
 4. Medium of Payment. The Award shall be made or
otherwise settled in shares of Company Stock. The Company shall withhold sufficient shares to satisfy the Company’s obligation to withhold for tax requirements at the time of delivery or vesting of shares hereunder, as appropriate, if Awardee
is at the time of vesting subject to the Company’s policies regarding restrictions on trading within specified trading “windows”, and the Company may, in its sole discretion, so withhold if Awardee is not subject to such restrictions
upon Awardee’s request. In the event that the Company withholds shares as contemplated in this Section, the Awardee shall receive a net number of shares equal to the shares to which the Awardee is otherwise entitled hereunder, less the number
of shares withheld by the Company 
  

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 hereunder. In the event that the Company determines not to withhold shares for an Awardee who is not subject to the
trading restrictions prior to the payment or settlement of the Award, as appropriate, the Awardee must pay, or make arrangements acceptable to the Company for the payment of, any and all tax withholding that in the opinion of the Company is required
by law. Such arrangements for payment of withholding may include, for example, directing an appropriate broker to sell such number of shares as necessary to result in a cash amount equal to the withholding requirements. 
  
 5. Termination of Service. Awardee shall forfeit the Shares to
the extent not vested prior to Awardee’s termination of service. The Shares hereby granted shall not be affected by any change of service so long as Awardee continues to be a service provider to the Company or a subsidiary thereof. Nothing
herein shall confer on Awardee the right to continue in the service of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary thereof to terminate Awardee’s service at any time. 
  
 6. Committee Administration. These Awards have been granted
pursuant to a determination made by the Committee, and such Committee or any successor or substitute committee authorized by the Board of Directors or the Board of Directors itself, subject to the express terms of these Awards, shall have plenary
authority to interpret any provision of this grant and to make any determinations necessary or advisable for the administration of this grant and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner
not adversely affecting the rights granted to Awardee by the express terms hereof. 
  
 7. Choice of Law. This Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of the Agreement to the substantive law of another jurisdiction. Awardee is deemed to submit to the exclusive jurisdiction and venue of the federal or sate courts of Missouri, County of St. Louis, to resolve any and all issues that
may arise out of or relate to this Agreement. 
  
 Executed this
     day of             , 200     
  

			
	STEREOTAXIS, INC.
		
	By:	 	  


		
	ATTEST:	 	  


	 	 	Secretary
	
	AWARDEE
	
	  



  

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 EXHIBIT A 
  

PERFORMANCE SHARE AWARD 
  
 PERFORMANCE CRITERIA 
  
 This Exhibit A, Performance Criteria, sets forth the performance measures required to achieve vesting of the Performance Shares awarded under the Performance Share
Agreement this              day of                     ,
200    , in the percentages described below, between the Company and                     (“Awardee”).

  
 With respect to the Performance Shares granted to Awardee, subject to all
provisions of the Performance Share Agreement, including this Exhibit A, the following Performance Criteria must be met by the Company in order for the respective portion of Shares to vest and become transferable. Until the date on which such
criteria are met, if at all, the related Shares will remain unvested and nontransferable. 
  

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