Exhibit
10.1


 


2022
STOCK INCENTIVE PLAN


 


1.
PURPOSE OF THE PLAN.


 


The
purpose of the Plan is to provide the Company with a means to assist in recruiting, retaining, and rewarding certain employees, directors,
consultants, and other individuals providing services to the Company and to motivate such individuals to exert their best efforts on
behalf of the Company by providing incentives through the granting of Awards. By granting Awards to such individuals, the Company expects
that the interests of the recipients will be better aligned with those of the Company by providing recipients with a proprietary interest
in the growth and performance of the Company.


 


2.
DEFINITIONS. Unless the context clearly indicates
otherwise, the following capitalized terms shall have the meanings set forth below:


 


	 	A.	“Act”
    means the Securities Exchange Act of 1934, as amended, or any successor thereto.
	 	 	 
	 	B.	“Award”
    means a grant under the Plan of an Option, Stock Appreciation Right, Cash-Based

    Award
    or Other Stock-Based Award.

	 	 	 
	 	C.	“Award
    Agreement” means the document (in written or electronic form) communicating the terms, conditions, and limitations applicable
    to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for
    procedures through which Award Agreements are made available but not executed. Any Participant who is granted an Award and who does
    not affirmatively reject the applicable Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award
    Agreement.
	 	 	 
	 	D.	“Board”
    means the Board of Directors of the Company.
	 	 	 
	 	E.	“Cash-Based
    Award” means an Award described in Section 7 as a Cash-Based Award.
	 	 	 
	 	F.	“Change
    of Control” means the occurrence of one or more of the following:


 


	 	(1)	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 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 Act) of 35% 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
	 	 	 
	 	(2)	Individuals
    who, as of the date hereof, constitute the Board (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 Act) shall be, for purposes of this section, considered as though such person were a member of the Incumbent
    Board; or



 



    	 



    	 



    

 


	 	(3)	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.


 


Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred with respect to any Award that (i) provides “non-qualified
deferred compensation” within the meaning of Code Section 409A and (ii) settles upon a Change of Control, unless such foregoing
event constitutes a “change in ownership” of the Company, a “change in effective control” of the Company, or
a “change in the ownership of a substantial portion of the assets” of the Company in each case, as defined under Code Section
409A and otherwise to the extent required under Code Section 409A.


 


	 	G.	“Code”
    means the Internal Revenue Code of 1986, as amended, or any successor thereto, and the regulations and other guidance promulgated
    thereunder.
	 	 	 
	 	H.	“Committee”
    means the Compensation Committee of the Board, and any successor committee thereto or such other committee of the Board as may be
    designated by the Board to administer this Plan in whole or in part including any subcommittee of the Board as designated by the
    Board.
	 	 	 
	 	I.	“Company”
    means Stereotaxis, Inc., a Delaware corporation, and any successor thereto.
	 	 	 
	 	J.	“Employer”
    means the Company and any other entity directly or indirectly controlling, controlled by, or under common control with, the Company
    or any other entity designated by the Board or the Committee in which the Company has an interest. The term “control”
    (including the terms “controlling”, “controlled by” and “under common control with”) has the
    meaning ascribed to it under Rule 405 of the Securities Act of 1933, as amended, or any successor thereto, and the regulations and
    other guidance promulgated thereunder.
	 	 	 
	 	K.	“Fair
    Market Value” means the closing sale price, regular way, or, in case no such sale takes place on such date, the average of
    the closing bid and asked prices, regular way, on the date such Fair Market Value is measured of one share of Stock as reported in
    the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on The New York
    Stock Exchange American Exchange (“NYSE American”) or, if the shares of Stock are not listed or admitted to trading on
    the NYSE American, as reported in the principal consolidated transaction reporting system with respect to securities listed on the
    principal national securities exchange on which the shares of Stock are listed or admitted to trading or, if the shares of Stock
    are not listed or admitted to trading on any national securities exchange, the last quoted sale price on such date or, if not so
    quoted, the average of the high bid and low asked prices in the over-the-counter market on such date, as reported by the National
    Association of Securities Dealers, Inc. Automated Quotations System or such other system then in use. If shares of Stock are not
    publicly held or so listed or publicly traded, the Fair Market Value per share of Stock shall be 100% of the fair market value of
    a share of Stock on the date such Fair Market Value is measured, as determined in good faith by the Committee.



 



    	 



    	 



    

 


	 	L.	“Incentive
    Stock Option” means a stock option which is intended to be an incentive stock option within the meaning of Code Section 422.


 


	 	M.	“Non-Qualified
    Stock Option” means a stock option which is not an Incentive Stock Option.
	 	 	 
	 	N.	“Option”
    means both an Incentive Stock Option and a Non-Qualified Stock Option.
	 	 	 
	 	O.	“Other
    Stock-Based Award” means an Award granted pursuant to Section 7 and described as an Other Stock-Based Award.
	 	 	 
	 	P.	“Parent”
    means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the
    granting of the Option, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting
    power of all classes of stock in one of the other corporations in such chain, or such other meaning as may be hereafter ascribed
    to it in Code Section 424.
	 	 	 
	 	Q.	“Participant”
    means any director or any employee of the Company, or any of its subsidiaries (including subsidiaries of subsidiaries), or any other
    entity in which the Company has a significant equity or other interest, as determined by the Committee, as well as any individual
    providing services to the Company who is selected to receive an Award; provided, that Incentive Stock Options may only be granted
    to employees of the Company or any of its Subsidiaries.
	 	 	 
	 	R.	“Plan”
    means the Stereotaxis, Inc. 2022 Stock Incentive Plan.
	 	 	 
	 	S.	“Stock”
    means the common stock, par value of $0.001 per share, of the Company.
	 	 	 
	 	T.	“Stock
    Appreciation Right” means a stock appreciation right described in Section 6.
	 	 	 
	 	U.	“Subsidiary”
    means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of
    granting an Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more
    of the total combined voting power of all classes of stock in one of the other corporations in such chain, or such other meaning
    as may be hereafter ascribed to it in Code Section 424.


 


3.
STOCK SUBJECT TO THE PLAN.


 


As
of the date of adoption of this Plan by the Board or the Committee, as applicable, the number of shares of Stock available for Awards
under the Plan shall be 4,107,114. The maximum number of shares of Stock subject to Awards which may be granted during a calendar year
to a Participant shall be 1,000,000. The Company may, in its discretion, use shares of Stock held in the treasury in lieu of authorized
but unissued shares of Stock. If any Award shall expire or terminate or be cancelled or forfeited for any reason, the shares subject
to the Award shall again be available for the purposes of the Plan. Any shares of Stock which are tendered by a Participant as full or
partial payment to the Company to satisfy a purchase price related to an Award shall not be available for the purposes of the Plan. To
the extent any shares subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding
obligation or used to satisfy a purchase price related to an Option, such withheld shares shall not be available for the purposes of
the Plan. Shares of Stock subject to the grant of a Stock Appreciation Right shall not become available again for issuance under this
Plan upon exercise or settlement of such Stock Appreciation Right for a lesser number of shares. Awards that by their terms may only
be settled in cash shall not reduce the number of shares available for purposes of the Plan, and if cash is issued in lieu of Stock pursuant
to an Award, such shares will not become available again for issuance under this Plan.


 




    	 



    	 



    

 


All
the shares of Stock available under the Plan may be used for the grant of Incentive Stock Options.


 


4.
ADMINISTRATION.


 


The
Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall have plenary authority,
in its discretion, to determine the individuals to whom, and the time or times at which, Awards shall be granted and the number of shares,
if applicable, to be subject to each Award. In making such determinations, the Committee may take into account the nature of services
rendered by the respective individuals, their present and potential contributions to the Employer’s success and such other factors
as the Committee, in its discretion, shall deem relevant. Subject to the express provisions of the Plan, the Committee shall also have
plenary discretionary authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Award Agreements (which need not be identical) and to make all other determinations necessary
or advisable for the administration of the Plan. The Committee’s determinations on the matters referred to in this Section 4 shall
be conclusive.


 


Notwithstanding
the foregoing, the Committee may not amend the terms of outstanding Award Agreements without the approval of the Company’s shareholders
in accordance with applicable law or regulation to either reduce the exercise price of any outstanding Option or Stock Appreciation Right,
or cancel any outstanding Option or Stock Appreciation Right in exchange for cash, another Award, or another Option or Stock Appreciation
Right with an exercise price that is less than the exercise price of the original Option or Stock Appreciation Right.


 


The
Committee shall have the power and authority to determine which individuals, including individuals outside the United States, shall be
eligible to receive Awards under the Plan. The Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation
and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices. Without limiting the
generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures and sub-plans with provisions that limit
or modify rights on death, disability, retirement, separation from service or termination of employment, available methods of exercise
or settlement of an Award, payment of income, social insurance contributions and payroll taxes, withholding procedures and handling of
any stock certificates or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures
or sub-plans applicable to Participants employed by particular Employers or at particular locations.


 


5.
OPTIONS.


 


The
Committee, in its discretion, may grant Options which are Incentive Stock Options or Non-Qualified Stock Options, as evidenced by the
Award Agreement, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions,
not inconsistent therewith, as the Committee shall determine:


 


A.
Type of Option. Incentive Stock Options may be granted to any individual classified by the Committee as an employee of the Company,
a Parent or a Subsidiary. A Non-Qualified Stock Option may be granted to any individual selected by the Committee, provided that in no
event shall a Non-Qualified Stock Option be granted in exchange for services performed by an individual unless the Company is an “eligible
issuer of service recipient stock” within the meaning of Code Section 409A with respect to such individual. No individual may be
granted Options to purchase more than 1,000,000 shares of Stock during any single fiscal year of the Company.


 




    	 



    	 



    

 


B.
Option Prices. The purchase price of the Stock under each Option shall not be less than 100% of the Fair Market Value of the Stock
at the time of the granting of the Option, as determined under Section 16; provided that, in the case of a Participant who owns more
than 10% of the total combined voting power of all classes of stock of the Company, a Parent or a Subsidiary (as determined in accordance
with Code Section 422), the purchase price of the Stock under each Incentive Stock Option shall not be less than 110% of the Fair Market
Value of the Stock on the date such Option is granted.


 


C.
Exercise – Elections and Restrictions. The purchase price for an Option is to be paid in full upon the exercise of the Option,
either (i) in cash, (ii) in the discretion of the Committee, by the tender to the Company (either actual or by attestation) of shares
of Stock already owned by the Participant and registered in his or her name, having a Fair Market Value equal to the cash exercise price
of the Option being exercised, (iii) through a net or cashless (including broker-assisted cashless exercise, to the extent permissible)
form of exercise as permitted by the Committee, or (iv) in the discretion of the Committee, by any combination of the payment methods
specified in clauses (i), (ii), or (iii) hereof; provided that, no shares of Stock may be tendered in exercise of an Incentive Stock
Option if such shares were acquired by the Participant through the exercise of an Incentive Stock Option unless (a) such shares have
been held by the Participant for at least one year and (b) at least two years have elapsed since such prior Incentive Stock Option was
granted.


 


D.
Option Terms. The term of each Option shall not be more than ten (10) years from the date of granting thereof, as determined under
Section 16, or such shorter period as is prescribed in the Award Agreement; provided that, in the case of a Participant who owns more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company, a Parent or a Subsidiary, the term
of any Incentive Stock Option shall not be more than five (5) years from the date of granting thereof or such shorter period as prescribed
in the Award Agreement. Within such limit, Options will be exercisable at such time or times, and subject to such restrictions and conditions,
as the Committee shall, in each instance, approve, which need not be uniform for all Participants. The holder of an Option shall have
none of the rights of a shareholder with respect to the shares subject to Option until such shares shall be issued to him or her upon
the exercise of his or her Option. In no event shall Option holders be entitled to dividends or dividend equivalents with respect to
such Options.


 


E.
Successive Option Grants. As determined by the Committee, successive option grants may be made to any Participant under the Plan.


 


F.
Additional Incentive Stock Option Requirements. The maximum aggregate Fair Market Value (determined at the time an Option is granted)
of the Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year
(under all plans of the Company, a Parent and a Subsidiary) shall not exceed $100,000. A Participant who disposes of Stock acquired upon
the exercise of an Incentive Stock Option either (i) within two years after the date of grant of such Incentive Stock Option or (ii)
within one year after the transfer of such shares to the Participant, shall notify the Company of such disposition and of the amount
realized upon such disposition.


 


6.
STOCK APPRECIATION RIGHTS.


 


A.
Grant Terms. The Committee may grant a Stock Appreciation Right independent of an Option or in connection with an Option or a
portion thereof. A Stock Appreciation Right granted in connection with an Option or a portion thereof shall cover the same shares of
Stock covered by the Option, or a lesser number as the Committee may determine. The maximum number of shares of Stock subject to Awards
for Stock Appreciation Rights for grants intended to qualify as Performance-Based Awards during a calendar year shall be 1,000,000. The
term of each Stock Appreciation Right shall not be more than ten (10) years from the date of granting thereof, as determined under Section
16, or such shorter period as is prescribed in the Award Agreement.


 


B.
Exercise Terms. The exercise price per share of Stock of a Stock Appreciation Right shall not be less than 100% of the Fair Market
Value of the Stock at the time of granting, as determined under Section 16, the Stock Appreciation Right. A Stock Appreciation Right
granted independent of an Option shall entitle the Participant upon exercise to a payment from the Company in an amount equal to the
excess of the Fair Market Value on the exercise date of a share of Stock over the exercise price per share, times the number of Stock
Appreciation Rights exercised. A Stock Appreciation Right granted in connection with an Option shall entitle the Participant to surrender
an unexercised Option (or portion thereof) and to receive in exchange an amount equal to the excess of the Fair Market Value on the exercise
date of a share of Stock over the exercise price per share for the Option, times the number of shares covered by the Option (or portion
thereof) which is surrendered. Payment may be made, in the discretion of the Committee, in (i) Stock, (ii) cash or (iii) any combination
of Stock and cash. Cash shall be paid for fractional shares of Stock upon the exercise of a Stock Appreciation Right.


 




    	 



    	 



    

 


C.
Limitations. The Committee may include in the Award Agreement such conditions upon the exercisability or transferability of Stock
Appreciation Rights as it determines in its sole discretion. In no event shall Stock Appreciation Right holders be entitled to dividends
or dividend equivalents with respect to such Stock Appreciation Rights.


 


7.
OTHER STOCK-BASED AWARDS AND CASH-BASED AWARDS


 


The
Committee may, in its sole discretion, grant Awards of Stock, restricted Stock, restricted Stock units and other Awards that are valued
in whole or in part by reference to the Fair Market Value of Stock. These Awards shall collectively be referred to herein as Other Stock-Based
Awards. The Committee may also, in its sole discretion, grant Cash-Based Awards, which shall have a value as may be determined by the
Committee. Other Stock-Based Awards shall be in such form, and dependent on such conditions, if any, as the Committee shall determine,
including, but not limited to, the right to receive fully-vested shares or the right to receive one or more shares of Stock (or the cash-equivalent
thereof) upon the completion of a specified period of service, the occurrence of an event or the attainment of performance objectives.
Other Stock-Based Awards and Cash-Based Awards may be granted with or in addition to other Awards. Subject to the other terms of the
Plan, Other Stock-Based Awards and Cash-Based Awards may be granted to such Participants in such amounts and upon such terms, and at
any time and from time to time, as shall be determined by the Committee and set forth in an Award Agreement; provided that, the maximum
Cash-Based Award that may be granted to a Participant in a calendar year is $1,000,000 to the extent it is also a Performance-Based Award.
Notwithstanding the foregoing, no dividends or dividend equivalents shall be paid with respect to unvested Other Stock-Based Awards,
including Other Stock-Based Awards that are intended to be Performance-Based Awards.


 


8.
PERFORMANCE-BASED AWARDS.


 


The
Committee may, in its sole and absolute discretion, determine that certain Awards should be subject to performance requirements. If the
Committee so determines, such Awards shall be considered Performance-Based Awards subject to the terms of this Section 8. The performance
measures to be used for purposes of a Performance-Based Award shall be determined by the Committee, in its sole and absolute discretion,
and may include, without limitation, any of the following or such other performance measures as the Committee may determine in its sole
and absolute discretion: the Company’s earnings per share growth; earnings; earnings per share; cash flow; working capital; expense
management; customer satisfaction; revenues; financial return ratios; market performance; shareholder return and/or value; operating
income (loss) (including earnings (loss) before income taxes, depreciation and amortization); net income (loss); profit returns; margins;
stock price; working capital; business trends; production cost; product cost; return on assets; project milestones; and plant and equipment
performance. The performance measures may relate to the Company, a Parent, a Subsidiary, an Employer or one or more units of such an
entity.


 


The
Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met with respect
to an Award and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. Except as otherwise
set forth in an Award Agreement, each performance measure that constitutes a criteria measured by reference to the Company’s financial
statements shall be determined in accordance with generally accepted accounting principles as consistently applied by the Company and,
if so determined by the Committee, adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment,
unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. The Committee shall
have the discretion to adjust the amount payable on a Company-wide or divisional basis or to reflect individual performance and/or unanticipated
factors (and, for the avoidance of doubt, the Committee shall retain the discretion to adjust such Awards downward).


 




    	 



    	 



    

 


9.
VESTING LIMITATIONS.


 


Except
as otherwise provided in this Plan, each Stock Option and Stock Appreciation Right shall have a minimum vesting period of three years
from the date of grant of such award, provided that such vesting may occur incrementally over such three-year period. Except as otherwise
provided in this Plan, the vesting schedule of any such Award may not accelerate except in the case of death, disability, retirement,
a Change of Control, involuntary termination of employment without cause or voluntary termination for good reason. Except as otherwise
provided in this Plan, whether an Award will be subject to accelerated vesting upon the occurrence of one or more of these events shall
be specified in the Award Agreement relating to such Award or another agreement with the Participant, such as an employment agreement.


 


10.
WITHHOLDING.


 


Upon
exercise of an Option, the Company shall withhold a sufficient number of shares to satisfy the Company’s minimum required statutory
withholding obligations for any taxes incurred as a result of such exercise (based on the minimum statutory withholding rates for federal
and state tax purposes, including payroll taxes); provided that, in lieu of all or part of such withholding, the Participant may pay
an equivalent amount of cash to the Company. Prior to the payment, settlement, or vesting of any Award other than an Option, the Participant
shall pay to the Company, or make arrangements acceptable to the Company for the payment of, amounts sufficient for the Company to satisfy
its required statutory withholding obligations. The Company shall have the right to satisfy its required statutory withholding obligations
by withholding an amount of cash otherwise due to a Participant (or shares of Stock for Awards settled in shares of Stock) upon the settlement
of any Award.


 


11.
NONTRANSFERABILITY OF AWARDS.


 


Unless
otherwise determined by the Committee and expressly set forth in an Award Agreement, an Award granted under the Plan shall, by its terms,
be non-transferable otherwise than by will or the laws of descent and distribution and an Award may be exercised, if applicable, during
the lifetime of the Participant thereof, only by the Participant or his or her guardian or legal representative. Notwithstanding the
above, the Committee may not provide in an Award Agreement that an Incentive Stock Option is transferable.


 


12.
INVESTMENT PURPOSE.


 


Each
Award under the Plan shall be awarded only on the condition that all purchases of Stock thereunder shall be for investment purposes,
and not with a view to resale or distribution, except that the Committee may make such provision with respect to Awards granted under
this Plan as it deems necessary or advisable for the release of such condition upon the registration with the Securities and Exchange
Commission of Stock subject to the Award, or upon the happening of any other contingency warranting the release of such condition.


 


13.
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR CORPORATION ACQUISITIONS.


 


In
the event of any change in the outstanding Stock of the Company by reason of a stock split, stock dividend, combination or reclassification
of shares, recapitalization, consolidation, split-up, merger, or similar event, the Committee shall adjust appropriately: (a) the number
of shares or kind of Stock (i) available for issuance under the Plan, (ii) for which Awards may be granted to an individual Participant,
and (iii) covered by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices related to outstanding
Awards; and (c) the appropriate Fair Market Value and other price determinations for such Awards. In the event of any other change affecting
the Stock or any distribution (other than normal cash dividends) to holders of Stock, such adjustments in the number and kind of shares
and the exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments
to avoid fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition
of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to cause to issue or assume stock
options, whether or not in a transaction to which section 424(a) of the Code applies, by means of substitution of new stock options for
previously issued stock options or an assumption of previously issued stock options. In such event, the aggregate number of shares of
Stock available for issuance under Awards under Section 3, including the individual Participant maximums, will be increased to reflect
such substitution or assumption.


 




    	 



    	 



    

 


In
the event of a Change of Control, notwithstanding any other provisions of the Plan or an Award Agreement to the contrary, the Committee
may, in its sole discretion, provide for:


 


(1)
Termination of an Award upon the consummation of the Change of Control in exchange for the payment of a cash amount (but only in a manner
which does not result in a violation of Code Section 409A and only to the extent the terminated Award has, in the discretion of the Committee,
a positive value as of the termination date); and/or


 


(2)
Issuance of substitute Awards to substantially preserve the terms of any Awards previously granted under the Plan (but only in a manner
which does not result in a violation of Code Section 409A) which are outstanding upon the consummation of the Change of Control.


 


Prior
to the consummation of a Change of Control, the Committee may also provide for accelerated vesting of any outstanding Awards that are
otherwise unexercisable or unvested as of a date selected by the Committee.


 


14.
AMENDMENT AND TERMINATION.


 


The
Board or the Committee may at any time terminate the Plan, or make such modifications to the Plan as either shall deem advisable; provided,
however, that the Board or the Committee may not, without further approval by the shareholders of the Company, increase the maximum number
of shares as to which Awards may be granted under the Plan (except under the anti-dilution provisions of Section 13), or change the class
of employees to whom Incentive Stock Options may be granted. No termination or amendment of the Plan may, without the consent of the
Participant to whom any Award shall theretofore have been granted, adversely affect the rights of such Participant under such Award.


 


15.
EFFECTIVENESS OF THE PLAN.


 


The
Plan shall become effective upon adoption by the Board or the Committee subject, however, to its further approval by the shareholders
of the Company given within twelve (12) months of the date the Plan is adopted by the Board or the Committee at a regular meeting of
the shareholders or at a special meeting duly called and held for such purpose. Grants of Awards may be made prior to such shareholder
approval but all Award grants made prior to shareholder approval shall be subject to the obtaining of such approval and if such approval
is not obtained, such Awards shall not be effective for any purpose.


 


16.
TIME OF GRANTING OF AN AWARD.


 


An
Award grant under the Plan shall be deemed to be made on the date on which the Committee, by formal action of its members duly recorded
in the records thereof, makes an Award to a Participant (but in no event prior to the adoption of the Plan by the Board or the Committee).


 


17.
TERM OF PLAN.


 


This
Plan shall terminate ten (10) years after the date on which it is approved and adopted by the Board or the Committee and no Award shall
be granted hereunder after the expiration of such ten-year period. Awards outstanding at the termination of the Plan shall continue in
accordance with their terms and shall not be affected by such termination.


 




    	 



    	 



    

 


18.
NO RIGHT TO CONTINUED EMPLOYMENT.


 


Nothing
in the Plan or in any Award granted pursuant to the Plan shall confer on any individual any right to continue in the employ of the Employer
or interfere in any way with the right of the Employer to terminate his or her employment at any time.


 


19.
CHOICE OF LAW.


 


The
Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law. Unless
otherwise provided in an Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and
venue of the federal or state courts of Missouri, County of St. Louis, to resolve any and all issues that may arise out of or relate
to the Plan or any Award Agreement.


 


20.
SEVERABILITY.


 


If
any provision of the Plan is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan
or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope
to conform to applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain
in full force and effect.


 


*
* *


 


“The
foregoing Plan was Initially adopted by our Board of Directors on February 3, 2022, and further revised by the Compensation Committee
of the Board of Directors, on February 27, 2022, and approved by the Stockholders on May 19, 2022”


 





	Date: August 11, 2022	/s/ Laura Spencer Garth
	 	Laura Spencer Garth
	 	Secretary
	 	Stereotaxis, Inc.