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

As previously disclosed in the Current Report on Form 8-K filed by ConforMIS, Inc. (the “Company”) on October 24, 2016, the Company announced that Mark A. Augusti has accepted the appointment as President and Chief Executive Officer of the Company, effective November 14, 2016 (the “Effective Date”).

On November 28, 2016, the size of the Board of Directors (the “Board”) was increased from seven to eight members, and Mr. Augusti was elected as a director of the Company. Mr. Augusti will receive no additional compensation for serving as a director. The Company will enter into an indemnification agreement with Mr. Augusti in substantially the form entered into with the other directors and officers of the Company.

In connection with his employment, the Company entered into a letter agreement, dated October 19, 2016, and, on December 2, 2016, the Board approved an amendment and restatement of that letter agreement (as amended and restated, the “Employment Agreement”) which sets forth certain terms of Mr. Augusti’s employment. There are no family relationships between Mr. Augusti and any of our directors or executive officers and no other arrangements or understandings between Mr. Augusti and any other persons to which he was selected as the Company’s President and Chief Executive Officer, effective as of the Effective Date. Additionally, there are no related party transactions involving the Company and Mr. Augusti that the Company would be required to report to Item 404(a) of Regulation S-K.

to the terms of the Employment Agreement, Mr. Augusti will receive an annual base salary of $520,000. In addition, he will receive a one-time signing bonus of $200,000 and will be eligible to receive an annual target performance bonus of 75% of Mr. Augusti’s annual base salary. The actual performance bonus percentage is discretionary and will be subject to the Board’s assessment of Mr. Augusti’s performance as well as general business conditions at the Company. Mr. Augusti will not receive an annual performance bonus for fiscal year 2016.

The Employment Agreement further provides that the Board will grant Mr. Augusti an incentive stock option to purchase shares of the Company’s common stock having a Black Scholes value of as of the date of grant of $800,000 (the “Option Grant”) under the Company’s stock incentive plan (the “Plan”). The Option Grant will vest and become exercisable with respect to 25% of the total number of shares after one year and thereafter in equal monthly installments over a three-year period following December 2, 2017. The Employment Agreement also provides that the Board will grant to Mr. Augusti a restricted stock award for 44,750 shares of the Company’s common stock (the “RSA Grant”) under the Plan. The RSA Grant will vest in four equal installments on each anniversary of the grant. In February 2017, Mr. Augusti will additionally be eligible to receive initial annual long-term incentive equity awards with an aggregate target value of up to $800,000 under the Company’s long-term incentive program. Mr. Augusti will be also be eligible to participate in all customary employee benefit plans or programs of the Company generally available to the Company’s full-time employees and/or executive officers.

Additionally, the Employment Agreement provides that Mr. Augusti’s employment with the Company is at will and may be terminated by either party at any time for any or no reason or cause. In the event Mr. Augusti’s employment is terminated without cause, Mr. Augusti will be eligible to receive severance pay in the form of salary continuation on the Company’s standard payroll dates following the termination date. Mr. Augusti will also receive a continuation of group health insurance coverage through COBRA with the cost of such benefits to be shared in the same relative proportion by the Company and Mr. Augusti as in effect on the date of termination. In the event of a change in control of the Company, Mr. Augusti will be entitled to accelerated vesting of his then unvested equity grants.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2016.

About ConforMIS, Inc. (NASDAQ:CFMS)

ConforMIS, Inc. is a medical technology company that uses its iFit Image-to-Implant technology platform to develop, manufacture and sell joint replacement implants. The Company’s products include iTotal CR, which is the cruciate-retaining, customized total knee replacement system to restore the natural shape of a patient’s knee; iTotal PS, which is the posterior cruciate ligament substituting, or posterior-stabilized, customized total knee replacement product to restore the natural shape of a patient’s knee; iDuo, which is the customized bicompartmental knee replacement system, and iUni, which is the customized unicompartmental knee replacement product for treatment of the medial or lateral compartment of the knee. Its iFit technology platform comprises three elements: iFit Design, iFit Printing and iFit Just-in-Time Delivery. The Company markets and sells its products in the United States, Germany, the United Kingdom, Austria, Ireland, Switzerland, Singapore and Hong Kong.

ConforMIS, Inc. (NASDAQ:CFMS) Recent Trading Information

ConforMIS, Inc. (NASDAQ:CFMS) closed its last trading session down -0.02 at 8.78 with 216,398 shares trading hands.