Stereotaxis, Inc. Summary of Non-Employee Directors' Compensation (Effective May 2008)
This document outlines the compensation structure for non-employee directors of Stereotaxis, Inc. as of May 2008. Directors receive annual cash retainers, per-meeting fees, and stock option grants, with higher amounts for the Chairman and committee leaders. Compensation includes both cash and equity, with specific vesting schedules for stock options. Payments are made quarterly or after meetings, and all terms are subject to the Compensation Committee's discretion.
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. |
