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 This Plan will remain in effect until it is revised or rescinded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 an equity grant valued at $120,000. One
half of this equity grant will be in the form of a stock option grant entitling him/her to purchase shares* of the Company’s Common
Stock. The remaining half of the equity grant will be in the form of a restricted stock award grant entitling him/her to shares* of the
Company’s Common Stock. 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.


 


_________________


* Such number of
shares to be equitably and proportionately adjusted to reflect and take into account any unusual or non-recurring transaction that affects
the Company’s Common Stock, including a recapitalization, stock split, reverse stock split, split-up, combination or other similar
corporate transaction or event.


 




    

     

    




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 will an equity
grant valued at $120,000. One half of this equity grant will be in the form of a stock option grant entitling him/her to purchase shares*
of the Company’s Common Stock. The remaining half of the equity grant will be in the form of a restricted stock award grant entitling
him/her to shares* of the Company’s Common Stock. The exercise price
of these options will equal the “fair market value” of the Company’s Common Stock on the date of grant. 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 will equal the “fair market value” of the Company’s Common Stock
on the date of grant.


 


_____________

* Such number of shares to be equitably and proportionately adjusted to reflect and take into account any unusual or non-recurring transaction
that affects the Company’s Common Stock, including a recapitalization, stock split, reverse stock split, split-up, combination or
other similar corporate transaction or event.


 


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