Exhibit 10.1


 


CLEARPOINT NEURO, INC.


NON-EMPLOYEE
DIRECTOR COMPENSATION PLAN


 


This
Non-Employee Director Compensation Plan (this “Plan”) sets forth the compensation for non-employee members of the Board of
Directors (the “Board”) of ClearPoint Neuro, Inc. (the “Company”). This Plan applies only to non-employee members
of the Board and is not applicable to employee members of the Board. This Plan will remain in effect until it is revised or rescinded
by further action of the Board.


 


Retainers
and Meeting Fees


 


The
following table sets forth the fees to be paid to the non-employee directors of the Company:


 


	Board of Directors:	 	 	 
	Annual retainer for chairperson	 	$	75,000	 
	Annual retainer for the other members	 	$	40,000	 
	 	 	 	 	 
	Audit Committee:	 	 	 	 
	Annual retainer for chairperson	 	$	20,000	 
	Annual retainer for the other members	 	$	10,000	 
	 	 	 	 	 
	Compensation Committee:	 	 	 	 
	Annual retainer for chairperson	 	$	15,000	 
	Annual retainer for the other members	 	$	7,500	 
	 	 	 	 	 
	Corporate Governance and Nominating Committee:	 	 	 	 
	Annual retainer for chairperson	 	$	12,000	 
	Annual retainer for the other members	 	$	7,500	 



 


The
above retainers shall be paid in quarterly installments, in arrears, on the first business day following the end of the quarter. Each
director may elect to have the Company pay all or a portion of his or her fees in shares of the Company’s common stock (“Common
Stock”), in lieu of cash, in accordance with the practices established from time to time by the Board. Any such shares of Common
Stock issued pursuant to this Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased
on the open market.


 


The
Company also reimburses each non-employee director for reasonable travel and other expenses in connection with attending meetings of the
Board.


 


Equity Compensation – New Director One-Time Grant


 


Upon
an individual becoming a non-employee director for the first time, the new director will receive a restricted stock award grant entitling
him/her to shares valued at $90,000. In addition, the new director will receive a stock option grant entitling him/her to purchase shares
of the Company’s Common Stock. The number of stock options granted to the new director shall be equal to two-thirds (2/3) the number
of restricted stock award shares granted (rounded to the closest whole number of shares). Such options and restricted stock awards will
vest on the first anniversary of the grant. The exercise price of these options will equal the “fair market value” of the
Company’s Common Stock on the date of grant.


 




     


     

    





Equity Compensation - Annual Grants


 


Any
individual who serves as a non-employee director on the day following an annual meeting of the Company’s stockholders shall receive
a restricted stock award grant entitling him/her to shares valued at $90,000. In addition, the non-employee director will receive a stock
option grant entitling him/her to purchase shares of the Company’s Common Stock. The number of stock options granted to the non-employee
director shall be equal to two-thirds (2/3) the number of restricted stock award shares granted (rounded to the closest whole number of
shares). Such options and restricted stock awards will vest on the earlier of the first anniversary of the grant date or the day immediately
preceding the next annual meeting of stockholders. The exercise price of these options will equal the “fair market value”
of the Company’s Common Stock on the date of grant.


 


 


Option Term


 


Each
non-employee director stock option will terminate upon the earlier to occur of: (i) ten years from the date of grant; (ii) 12 months after
the director dies; (iii) 12 months after the director ceases to be a director due to disability; or (iv) three months after the director
ceases to be a director for any reason other than death or disability.


 


Plan Revision
History


 


		·	Original Plan – Effective January 1, 2013



		·	Amended and restated by the Board on June 13, 2013



		·	Further amended and restated by the Board on December 12, 2017



		·	Further amended and restated by the Board on June 25, 2021



		·	Further amended and restated by the Board on May 21, 2022