Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

(b) Departure of Executive Officer.

On February 9, 2022, Peter G. Piferi voluntarily resigned from his position as the Chief Operating Officer of ClearPoint Neuro, Inc. (the "Company") and is separating from the Company, effective as of February 18, 2022 (the "Transition Date"). Mr. Piferi's resignation is not the result of any disagreement with management, the Company or its operations, policies or practices. On February 14, 2022, Peter G. Piferi entered into a Confidential Resignation Agreement (the "Resignation Agreement") and Independent Contractor Consulting Agreement (the "Contractor Agreement" and together with the Resignation Agreement, the "Transition Agreements") with the Company.

(e) Compensatory Arrangements.

Transition Agreements with Mr. Piferi

The principal terms of the Transition Agreements with Mr. Piferi are summarized below.

Separation. Mr. Piferi's employment and his employment agreement with the Company will terminate effective as of the Transition Date. Mr. Piferi will continue to be subject to the surviving provisions and restrictive covenants that Mr. Piferi entered into with the Company in connection with his employment agreement.

Transition and Consulting Services. Pursuant to the Contractor Agreement to be effective as of February 21, 2022, Mr. Piferi will provide consulting services for the two months following his separation from the Company, which can be extended on a month-to-month basis for up to two years (the "Transition Period"), which will include, without limitation, providing assistance to transition his job functions and responsibilities at the Company.

Payments and Other Benefits. Mr. Piferi will receive the following payment and other benefits, subject to certain conditions, pursuant to the Transition Agreements: (i) $5,000, payable in cash, (ii) all stock options previously granted to Mr. Piferi shall continue to vest in accordance with the time based vesting schedule of such stock option award agreements, and (iii) any unvested restricted stock previously awarded to Mr. Piferi shall continue to vest in accordance with the time based vesting schedule of such restricted stock award agreements.

In addition, for the consulting services requested by and provided to the Company during the Transition Period, the Company will pay Mr. Piferi at the rate of $10,000 per month, in arrears.

Release. In exchange for and as a condition to Mr. Piferi's receipt of the payments and other benefits provided under the Transition Agreements, Mr. Piferi will execute a general release of all claims upon the effectiveness of his separation from the Company.

The foregoing description of the terms of the Transition Agreements is only a summary and is qualified in its entirety by the full text of the Transition Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.                              Description



10.1          Confidential Resignation Agreement, dated as of February 14, 2022,
            by and between the Company and Peter G. Piferi

10.2          Independent Consultant Agreement, dated as of dated as of February
            14, 2022, by and between the Company and Peter G. Piferi

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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