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 September 14, 2020, Harold A. Hurwitz entered into a Transition Agreement
(the "Transition Agreement") with ClearPoint Neuro, Inc. (the "Company"), under
which Mr. Hurwitz is voluntarily resigning from his position as the Chief
Financial Officer of the Company and separating from the Company, effective as
of December 31, 2020 (the "Transition Date"). Mr. Hurwitz's resignation is not
the result of any disagreement with management, the Company or its operations,
policies or practices.
(c) Appointment of Executive Officer.
On September 14, 2020, Danilo D'Alessandro entered into an Employment Agreement
(the "Employment Agreement") with the Company. Mr. D'Alessandro will join the
Company initially as Vice President, Finance, commencing on September 29, 2020
(the "Start Date"). As part of an orderly transition, Mr. D'Alessandro will then
succeed Harold A. Hurwitz as the Company's Chief Financial Officer effective as
of January 1, 2021. Mr. D'Alessandro will also succeed Mr. Hurwitz as the
Company's designated principal financial officer and principal accounting
officer for Securities and Exchange Commission reporting purposes.
Mr. D'Alessandro has served as Head of Finance for the Image Guided Therapy
Devices Division of Philips, a publicly traded global leader in health
technologies, since April 2015. Prior to serving in such role, Mr. D'Alessandro
was Director of Corporate Mergers & Acquisitions of Philips focusing on its
Healthcare division from April 2013 to April 2015. He served as Senior Manager
of Corporate Mergers & Acquisitions focusing on the Healthcare division from May
2011 to March 2013. Prior to joining the Corporate Mergers & Acquisition
function of Philips, Mr. D'Alessandro served in Philips Personal Health's
division in various financial roles starting in October 2007. Mr. D'Alessandro
holds a Master of Science in Accounting & Finance from the University of Bath
and an Undergraduate degree in Institutions and Financial Markets Management
from the Università Commerciale L. Bocconi. There are no arrangements or
understandings between Mr. D'Alessandro and any other person pursuant to which
he was appointed or elected to serve an executive officer of the Company. There
are no family relationships between Mr. D'Alessandro and any director, executive
officer, or any person nominated or chosen by the Company to become a director
or executive officer. There are no related person transactions (within the
meaning of Item 404(a) of Regulation S-K promulgated by the Securities and
Exchange Commission) between Mr. D'Alessandro and the Company.
(e) Compensatory Arrangements.
Transition Agreement with Mr. Hurwitz
The principal terms of the Transition Agreement with Mr. Hurwitz are summarized
below.
Separation. Mr. Hurwitz's employment and his employment agreement with the
Company will terminate effective as of the Transition Date. Mr. Hurwitz will
continue to be subject to the provisions and restrictive covenants in the
confidentiality agreement and the non-compete agreement Mr. Hurwitz entered into
with the Company in connection with his employment agreement.
Transition and Consulting Services. Pursuant to the Transition Agreement, Mr.
Hurwitz will provide transition and consulting services for the first twelve
months following his separation from the Company (the "Transition Period"),
which will include, without limitation, working with the new Chief Financial
Officer and other senior executives of the Company and providing assistance to
transition his job functions and responsibilities at the Company.
Payments and Other Benefits. Mr. Hurwitz will receive the following payments and
other benefits, subject to certain conditions, pursuant to the Transition
Agreement: (i) his annual bonus, based on his and the Company's performance for
the fiscal year ending December 31, 2020, determined in accordance with the
applicable policies and procedures set forth in his employment agreement and
based on the terms and conditions established by the Compensation Committee of
the Board (the "Compensation Committee"), including, but not limited to, Mr.
Hurwitz providing the consulting services requested by the Company under the
Transition Agreement; and (ii) an amount equal to 50% of his current base
salary, to be paid in one installment on or before the Transition Date. In
addition, for the consulting services requested by and provided to the Company
during the Transition Period, the Company will pay Mr. Hurwitz at the rate of
$10,000 per month, in arrears.
Further, in recognition of the contributions made by Mr. Hurwitz as an officer
of the Company, the Compensation Committee has approved (i) the acceleration of
the vesting, and extension of the option exercise period to be coterminous with
the term of the option award, of all stock options previously granted to Mr.
Hurwitz, and (ii) the acceleration of the vesting of all restricted stock
previously awarded to Mr. Hurwitz such that all restricted stock held by Mr.
Hurwitz shall be vested as of the Transition Date.
Release. In exchange for and as a condition to Mr. Hurwitz's receipt of the
payments and other benefits provided under the Transition Agreement, Mr. Hurwitz
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 Agreement is only a
summary and is qualified in its entirety by the full text of the Transition
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Employment Agreement with Mr. D'Alessandro
The principal terms of the Employment Agreement with Mr. D'Alessandro are
summarized below.
Term. The term of Mr. D'Alessandro's employment is for three years, commencing
on the Start Date, and will automatically renew for successive one-year periods
thereafter. Mr. D'Alessandro's employment may be terminated by the Company or
Mr. D'Alessandro upon 90 days' written notice to the other party prior to the
end of the then current term.
Compensation. Mr. D'Alessandro's base salary is $285,000, which is subject to
adjustment at the discretion of the Compensation Committee, subject to certain
limitations. Starting with the fiscal year commencing on January 1, 2021 and for
each year thereafter, the Employment Agreement provides that Mr. D'Alessandro is
eligible to receive an annual incentive bonus based on a target of 35% of his
annual base salary, subject to certain performance goals to be established by
the Compensation Committee. The amount of the incentive bonus payable to Mr.
D'Alessandro may be more or less than the target amount, depending on whether,
and to what extent, applicable performance goals for such year have been
achieved.
As an inducement to his employment with the Company, Mr. D'Alessandro is
entitled to receive an initial signing bonus in the aggregate amount of $50,000
under the Employment Agreement, half of which will be paid in cash and the other
half will be paid in shares of the Company's common stock on the Start Date. The
Employment Agreement also provides that Mr. D'Alessandro will be granted: (i) a
non-qualified stock option to purchase up to 75,000 shares of the Company's
common stock; and (ii) 30,000 restricted shares of the Company's common stock.
The exercise price of such stock option will be equal to the fair market value
of the Company's common stock on his Start Date. The stock option and restricted
shares will vest as follows: (i) one-third (1/3rd) of on the first anniversary
of his Start Date; (ii) one-third (1/3rd) of on the second anniversary of his
Start Date; and one-third (1/3rd) of on the third anniversary of his Start Date.
In addition, under the Employment Agreement, Mr. D'Alessandro is: (i) eligible
for additional equity compensation from time to time in amounts and based upon
criteria determined by the Compensation Committee; and (ii) entitled to
participate in any benefit plan from time to time in effect for the Company's
executives and/or employees generally, subject to the eligibility provisions of
that plan.
If the Company terminates the employment of Mr. D'Alessandro without cause or if
Mr. D'Alessandro terminates his employment for good reason, as those terms are
defined in the Employment Agreement, then Mr. D'Alessandro will receive: (i) any
portion of base salary and bonus compensation earned but unpaid as of the
termination date; (ii) an amount equal to his annual base salary in effect on
the termination date; (iii) an amount equal to his average bonus for the
previous two years, if any; (iv) $18,000; and (v) reimbursement of business
expenses he incurred as of the termination date. In addition, under the
Employment Agreement, if the Company terminates Mr. D'Alessandro's employment
without cause or he terminates his employment for good reason, any unvested
stock options and restricted stock previously granted to him will become fully
vested on the termination date and, in the case of stock options, will be
exercisable until the earlier of three years after the termination date or the
final expiration date provided for in the applicable award agreement.
If the Company terminates Mr. D'Alessandro's employment with cause or if he
terminates his employment voluntarily, as those terms are defined in the
Employment Agreement, then Mr. D'Alessandro will receive: (i) any portion of
base salary and bonus compensation earned but unpaid as of the termination date;
. . .
Item 7.01. Regulation FD Disclosure.
On September 14, 2020, the Company issued a press release announcing
Mr. D'Alessandro's employment with the Company and Mr. Hurwitz's separation from
the Company. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, as well as
Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Transition Agreement, dated as of September 14, 2020, by and
between the Company and Harold A. Hurwitz
10.2 Employment Agreement, dated as of September 14, 2020, by and
between the Company and Danilo D'Alessandro
99.1 Press Release of the Company dated September 14, 2020
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CLEARPOINT NEURO, INC. 
