STEREOTAXIS, INC. Summary of Non-Employee Directors Compensation
Exhibit 10.5
STEREOTAXIS, INC.
Summary of Non-Employee Directors’ Compensation
(Revised effective May 2008)
1. Board of Directors (Base Compensation):
Cash Compensation
Annual Retainer
Directors - $18,000
Chairman - $24,000
Per meeting fee - $1,500 (in-person), $500 (telephonic)
Stock Options or Other Equity Instrument
Initial Grant - 30,000 to vest over 2 year period
Annual Grant - 15,000 for Directors, 30,000 for Chairman
2. Committees of the Board (Additional Compensation):
Audit Committee
Annual Retainer
Committee Members - $2,500
Chairman and/or Designated Financial Expert - $7,500
Stock Options or Other Equity Instrument
Annual Grant - 10,000 for Chairman and/or Designated Financial Expert 2,500 for other Committee Members
NOTE: if the Chairman and the Designated Financial Expert are the same individual, such individual would receive an annual retainer of $7,500 and an annual grant of 10,000 shares.
Compensation Committee
Annual Retainer
Committee Members - $2,500
Chairman - $5,000
Stock Options or Other Equity Instruments
Annual Grant - 10,000 for Chairman, 2,500 for other Committee Members
Nominating and Corporate Governance Committee
Annual Retainer
Committee Members - $2,500
Chairman - $5,000
Stock Options or Other Equity Instruments
Annual Grant—5,000 for Chairman, 2,500 for other Committee Members
3. General
| • | All annual cash retainers are paid quarterly in advance. |
| • | Per-meeting cash fees are paid after the meeting. |
| • | All option awards have a term of 10 years. |
| • | Initial grants of options to vest over a two-year period with 50% vesting after the first year and the remainder vesting monthly thereafter. |
| • | All other option to grants to vest one year from the date of grant or on the date of the next annual stockholders meeting (whichever is earlier). |
| • | All option award terms subject to Compensation Committee’s discretion as to terms. |
