Blog: CLEARPOINT NEURO, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Executive Officer.


On September 20, 2022, Mazin Sabra entered into an Employment Agreement (the
"Employment Agreement") with the Company. Mr. Sabra will join the Company as
Chief Operating Officer, commencing on October 10, 2022 ("Start Date").

Mr. Sabra has served as Vice President of Supplier Quality Engineering for
Philips, a multinational health technology company, since April 2021. In this
role, he led a global team responsible for the quality performance of suppliers
for a range of Philips' portfolio from Class III medical devices to consumer
products. Prior to this role, he held several positions at Philips since June
2016, including serving as the Vice President for Procurement Engineering for
Philips' Connected Care businesses, as well as Senior Director for Procurement
Engineering for its Image Guided Therapy Devices business. In these roles Mr.
Sabra was responsible for defining the business procurement strategy, supply
risk management, design for excellence for new product development,
profitability, and growth.

Prior to joining Philips, Mr. Sabra spent 11 years at Stryker Corporation,
serving in several management level roles. From 2011 to 2016, he was the
Director of Asia Strategic Sourcing for Stryker, based in Suzhou, China. In this
role he was responsible for all Asia-based suppliers providing products to over
14 Stryker manufacturing sites globally, including all supplier activities for
three Chinese manufacturing facilities and Stryker's Global Technology Center in
India. Mr. Sabra holds a Bachelor's degree in Industrial & Systems Engineering
from The University of Michigan.

There are no arrangements or understandings between Mr. Sabra 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. Sabra 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. Sabra and the Company.

(e) Compensatory Arrangements.

Employment Agreement with Mr. Sabra

The principal terms of the Employment Agreement with Mr. Sabra are summarized
below.


Term. The term of Mr. Sabra's employment is for three years, commencing on the
Start Date, and will automatically renew for successive one-year periods
thereafter. Mr. Sabra's employment may be terminated by the Company or Mr. Sabra
upon 90 days' written notice to the other party prior to the end of the then
current term.

Compensation. Mr. Sabra's base salary is $340,000, 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, 2022 and for
each year thereafter, the Employment Agreement provides that Mr. Sabra is
eligible to receive an annual incentive bonus based on a target of 45% 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.
Sabra 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. Sabra is entitled to
receive an initial signing bonus in the aggregate amount of $110,000 under the
Employment Agreement, $50,000 of which will be paid in cash within forty-five
days of the Start Date and $60,000 of which will be paid in cash by or before
March 31, 2023. The Employment Agreement also provides that Mr. Sabra will be
granted 46,000 restricted shares of the Company's common stock. The 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 (iii) one-third (1/3rd) of on the third anniversary of his Start
Date.

In addition, under the Employment Agreement, Mr. Sabra 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.

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If the Company terminates the employment of Mr. Sabra without cause or if Mr.
Sabra terminates his employment for good reason, as those terms are defined in
the Employment Agreement, then Mr. Sabra 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. Sabra'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. Sabra's employment with cause or if he terminates
his employment voluntarily, as those terms are defined in the Employment
Agreement, then Mr. Sabra will receive: (i) any portion of base salary and bonus
compensation earned but unpaid as of the termination date; (ii) accrued vacation
and other vested benefits under the Company's equity compensation and benefit
plans; and (iii) reimbursement of business expenses he incurred as of the
termination date.

Change of Control Payments. Upon a change of control, as such term is defined in
the Employment Agreement, any unvested stock options and restricted stock
previously granted to Mr. Sabra will become fully vested. In addition, if the
Company terminates Mr. Sabra's employment without cause, or if he terminates his
employment for good reason, in either case within two months prior to or within
12 months following the change of control, then Mr. Sabra will be entitled to
receive a lump sum payment equal to the sum of: (i) any portion of base salary
and bonus compensation earned but unpaid as of the termination date; (ii) two
times his annual base salary in effect on the termination date; (iii) two times
the average of his two highest bonuses paid in the previous three years; (iv)
$18,000; and (v) reimbursement of business expenses he incurred as of the
termination date.

Non-Competition; Non-Solicitation; Confidentiality; Assignment of Inventions. In
connection with the Employment Agreement, Mr. Sabra also entered into a
confidentiality agreement and non-compete agreement, which agreements impose on
him customary restrictive covenants prohibiting the disclosure of the Company's
confidential information, requiring Mr. Sabra to assign inventions discovered in
the scope of his employment to the Company, prohibiting him from competing with
the Company during the term of his employment and for one year following the
termination of his employment (subject to applicable law), and prohibiting him
from soliciting Company employees, consultants and contractors for one years
following the termination of his employment.

The foregoing description of the terms of the Employment Agreement is only a
summary and is qualified in its entirety by the full text of the Employment
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.

The Company will also enter into its standard form of indemnification agreement
with Mr. Sabra (the "Indemnification Agreement") upon the effectiveness of his
appointment as an officer of the Company. The Indemnification Agreement
provides, among other things, that the Company will indemnify Mr. Sabra, under
the circumstances and to the extent provided for therein, for certain expenses,
including attorneys' fees, judgments, fines and settlement amounts incurred by
him in any action or proceeding arising out of his service as an officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the he provides services at the Company's request. The foregoing
description of the terms and conditions of the Indemnification Agreement is only
a summary and is qualified in its entirety by the full text of the
Indemnification Agreement, the form of which was previously filed as   Exhibit
10.2   to the Company's Report on Form 8-K, as originally filed on June 28,
2021, and is incorporated herein by reference.


Item 7.01. Regulation FD Disclosure.


On September 20, 2022, the Company issued a press release announcing Mr. Sabra's
employment with 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.




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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.              Description
Exhibit 10.1               Employment Agreement, dated     September     

20, 20 22, by and between

                         the Company and Mazin Sabra

Exhibit 99.1               Press Release     of the Company     dated   September 20, 2022

Exhibit 104              Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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