Exhibit 10.3


 


COMPENSATION POLICY


 


NEUROSENSE THERAPEUTICS
LTD.


 


Compensation Policy
for Executive Officers and Directors


 


(As Adopted by the Shareholders
on [___], 2021)


 


		A.	Overview and Objectives



 


		1.	Introduction



 


This document
sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”)
of NeuroSense Therapeutics Ltd. (“NeuroSense” or the “Company”), in accordance with the requirements
of the Companies Law, 5759-1999 (the “Companies Law”).


 


Compensation
is a key component of NeuroSense’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals
that will enhance NeuroSense’s value and otherwise assist NeuroSense to reach its business and financial long-term goals. Accordingly,
the structure of this Policy is established to tie the compensation of each officer to NeuroSense’s goals and performance.


 


For purposes
of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1 of
the Companies Law, excluding, unless otherwise expressly indicated herein, NeuroSense’s directors.


 


This policy
is subject to applicable law and is not intended, and should not be interpreted as limiting or derogating from, provisions of applicable
law to the extent not permitted.


 


This Policy
shall apply to compensation agreements and arrangements which will be approved after the date on which this Policy is adopted and shall
serve as NeuroSense’s Compensation Policy for five (5) years, commencing as of its adoption, unless amended earlier.


 


The Compensation
Committee and the Board of Directors of NeuroSense (the “Compensation Committee” and the “Board”,
respectively) shall review and reassess the adequacy of this Policy from time to time, as required by the Companies Law.


 


		2.	Objectives



 


NeuroSense’s
objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute to NeuroSense’s
success and enhance shareholder value, while demonstrating professionalism in a highly achievement-oriented culture that is based on merit
and rewards excellent performance in the long term, and embedding NeuroSense’s core values as part of a motivated behavior. To that
end, this Policy is designed, among others:


 


		2.1.	To closely align the interests of the Executive Officers with those of NeuroSense’s shareholders
in order to enhance shareholder value;



 


		2.2.	To align a significant portion of the Executive Officers’ compensation with NeuroSense’s short
and long-term goals and performance;



 


		2.3.	To provide the Executive Officers with a structured compensation package, including competitive salaries,
performance-motivating cash and equity incentive programs and benefits, and to be able to present to each Executive Officer an opportunity
to advance in a growing organization;



 


		2.4.	To strengthen the retention and the motivation of Executive Officers in the long term;



 


		2.5.	To provide appropriate awards in order to incentivize superior individual excellency and corporate performance;
and



 


		2.6.	To maintain consistency in the way Executive Officers are compensated.



 






     


     


    

 


		3.	Compensation Instruments



 


Compensation
instruments under this Policy may include the following:


 


		3.1.	Base salary;



 


		3.2.	Benefits;



 


		3.3.	Cash bonuses;



 


		3.4.	Equity based compensation;



 


		3.5.	Change of control terms; and



 


		3.6.	Retirement and termination terms.



 


		4.	Overall Compensation - Ratio Between Fixed and Variable Compensation



 


		4.1.	This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and
benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things,
appropriately incentivize Executive Officers to meet NeuroSense’s short and long-term goals while taking into consideration the
Company’s need to manage a variety of business risks.



 


		4.2.	The total annual bonus and equity-based compensation of each Executive Officer shall not exceed 90% of
the total compensation package of such Executive Officer on an annual basis.



 


		5.	Inter-Company Compensation Ratio



 


		5.1.	In the process of drafting and updating this Policy, NeuroSense’s Board and Compensation Committee
have examined the ratio between employer cost associated with the engagement of the Executive Officers, including directors, and the average
and median employer cost associated with the engagement of NeuroSense’s other employees (including contractor employees as defined
in the Companies Law) (the “Ratio”).



 


		5.2.	The possible ramifications of the Ratio on the daily working environment in NeuroSense were examined and
will continue to be examined by NeuroSense from time to time in order to ensure that levels of executive compensation, as compared to
the overall workforce will not have a negative impact on work relations in NeuroSense.



 


		B.	Base Salary and Benefits



 


		6.	Base Salary



 


		6.1.	A base salary provides stable compensation to Executive Officers and allows NeuroSense to attract and
retain competent executive talent and maintain a stable management team. The base salary varies among Executive Officers, and is individually
determined according to the educational background, prior vocational experience, qualifications, company’s role, business responsibilities
and the past performance of each Executive Officer.



 


		6.2.	Since a competitive base salary is essential to NeuroSense’s ability to attract and retain highly
skilled professionals, NeuroSense will seek to establish a base salary that is competitive with base salaries paid to Executive Officers
in a peer group of other companies operating in healthcare sectors which are similar in their characteristics to NeuroSense’s, as
much as possible, while considering, among others, such companies’ size and characteristics including their revenues, growth rates,
stage of development, market capitalization, number of employees and operating arena (in Israel or globally), the list of which shall
be reviewed and approved by the Compensation Committee at least every three years. To that end, NeuroSense shall utilize as a reference,
comparative market data and practices, which will include a compensation survey that compares and analyses the level of the overall compensation
package offered to an Executive Officer of NeuroSense with compensation packages in similar positions to that of the relevant officer)
in such companies. Such compensation survey may be conducted internally or through an external independent consultant.



 






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		6.3.	The Compensation Committee and the Board may periodically consider and approve base salary adjustments
for Executive Officers. The main considerations for salary adjustment are similar to those used in initially determining the base salary,
but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements,
budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing compensation
arrangements of the Executive Officer whose base salary is being considered for adjustment.



 


		7.	Benefits



 


		7.1.	The following benefits may be granted to the Executive Officers in order, among other things, to comply
with legal requirements:



 


		7.1.1.	Vacation days in accordance with market practice;



 


		7.1.2.	Sick days in accordance with market practice;



 


		7.1.3.	Convalescence pay according to applicable law;



 


		7.1.4.	Monthly remuneration for a study fund, as allowed by applicable law and with reference to NeuroSense’s
practice and the practice in peer group companies;



 


		7.1.5.	NeuroSense shall contribute on behalf of the Executive Officer to an insurance policy or a pension fund,
as allowed by applicable law and with reference to NeuroSense’s policies and procedures and the practice in peer group companies
(including contributions on bonus payments); and



 


		7.1.6.	NeuroSense shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed
by applicable law and with reference to NeuroSense’s policies and procedures and to the practice in peer group companies.



 


		7.2.	Non-Israeli Executive Officers may receive other similar, comparable or customary benefits as applicable
in the relevant jurisdiction in which they are employed. Such customary benefits shall be determined based on the methods described in
Section 6.2 of this Policy (with the necessary changes and adjustments).



 


		7.3.	In events of relocation or repatriation of an Executive Officer to another geography, such Executive Officer
may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed
or additional payments to reflect adjustments in cost of living. Such benefits shall include reimbursement for out of pocket one-time
payments and other ongoing expenses, such as housing allowance, car allowance, and home leave visit, etc.



 


		7.4.	NeuroSense may offer additional benefits to its Executive Officers, which will be comparable to customary
market practices, such as, but not limited to: cellular and land line phone benefits, company car and travel benefits, reimbursement of
business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits (such as newspaper
subscriptions, academic and professional studies), etc., provided, however, that such additional benefits shall be determined in
accordance with NeuroSense’s policies and procedures.



 


		C.	Cash Bonuses



 


		8.	Annual Cash Bonuses - The Objective



 


		8.1.	Compensation in the form of an annual cash bonus is an important element in aligning the Executive Officers’
compensation with NeuroSense’s objectives and business goals. Therefore, a pay-for-performance element, as payout eligibility and
levels are determined based on actual financial and operational results, as well as individual performance.



 


		8.2.	An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical objectives
and individual targets determined by the Compensation Committee (and, if required by law, by the Board) at the beginning of each calendar
year, or upon engagement, in case of newly hired Executive Officers, taking into account NeuroSense’s short and long-term goals,
as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum
thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating any
annual cash bonus payout, with respect to each calendar year, for each Executive Officer. In special circumstances, as determined by the
Compensation Committee and the Board (e.g., regulatory changes, significant changes in NeuroSense’s business environment, a significant
organizational change, a significant merger and acquisition events etc.), the Compensation Committee and the Board may modify the objectives
and/or their relative weights during the calendar year.



 






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		8.3.	In the event the service of an Executive Officer is terminated prior to the end of a fiscal year, NeuroSense
may (but shall not be obligated to) pay such Executive Officer a full annual cash bonus or a prorated one.



 


		8.4.	The actual annual cash bonus to be awarded to Executive Officers shall be approved by the Compensation
Committee and the Board.



 


		9.	Annual Cash Bonuses - The Formula



 


Executive Officers other than
the CEO


 


		9.1.	The annual cash bonus of NeuroSense’s Executive
Officers, other than the chief executive officer (the “CEO”), will be based on performance objectives and a discretionary
evaluation of the Executive Officer’s overall performance by the CEO and subject to minimum thresholds. The performance objectives
will be approved by NeuroSense’s CEO and may be on the basis of, but not limited to, company, division and individual objectives.
The performance measurable objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation,
will be based on overall company performance measures, which are based on actual financial and operational results, such as revenues,
operating income and cash flow and may further include, divisional or personal objectives which may include operational objectives, such
as market share, initiation of new markets and operational efficiency, customer focused objectives, project milestones objectives and
investment in human capital objectives, such as employee satisfaction, employee retention and employee training and leadership programs.
The Company may also grant annual cash bonuses to its Executive Officers on a discretionary basis.



 


		9.2.	The target annual cash bonus that an Executive Officer, other than the CEO, will be entitled to receive
for any given calendar year, will not exceed 100% of such Executive Officer’s annual base salary.



 


		9.3.	The maximum annual cash bonus including for overachievement performance that an Executive Officer, other
than the CEO, will be entitled to receive for any given calendar year, will not exceed 150% in of such Executive Officer’s annual
base salary.



 


CEO


 


		9.4.	The annual cash bonus of NeuroSense’s CEO will be mainly based on performance measurable objectives
and subject to minimum thresholds as provided in Section 8.2 above. Such performance measurable objectives will be determined annually
by NeuroSense’s Compensation Committee (and, if required by law, by NeuroSense’s Board) on the basis of, but not limited to,
company and personal objectives. These performance measurable objectives, which include the objectives and the weight to be assigned to
each achievement in the overall evaluation, will be based on overall company performance measures, which are based on actual financial
and operational results, such as revenues, sales, operating income, cash flow or Company’s annual operating plan and long-term plan.



 


		9.5.	The less significant part of the annual cash bonus granted to NeuroSense’s CEO, and in any event
not more than 30% of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation
Committee and the Board based on quantitative and qualitative criteria.



 


		9.6.	The target annual cash bonus that the CEO will be entitled to receive for any given calendar year, will
not exceed 100% of his or her annual base salary.



 


		9.7.	The maximum annual cash bonus including for overachievement performance that the CEO will be entitled
to receive for any given calendar year, will not exceed 150% of his or her annual base salary.



 


		10.	Other Bonuses



 


		10.1.	Special Bonus. NeuroSense may grant its Executive Officers a special bonus as an award for special
achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan under exceptional
circumstances or special recognition in case of retirement) or as a retention award at the CEO’s discretion (and in the CEO’s
case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Special
Bonus”). The Special Bonus will not exceed 125% of the Executive Officer’s annual base salary.



 






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		10.2.	Signing Bonus. NeuroSense may grant a newly recruited Executive Officer a signing bonus at the
CEO’s discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required
by the Companies Law (the “Signing Bonus”). The Signing Bonus will not exceed 125% of the Executive Officer’s
annual base salary.



 


		10.3.	Relocation/ Repatriation Bonus. NeuroSense may grant its Executive Officers a special bonus in
the event of relocation or repatriation of an Executive Officer to another geography (the “Relocation Bonus”). The
Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 100% of the Executive
Officer’s annual base salary.



 


		10.4.	Discretion Regarding Reducing a Bonus. The Compensation Committee and the Board of Directors of
NeuroSense shall be entitled, in exceptional cases, at their discretion, to reduce or cancel a bonus to an Executive Officer.



 


		11.	Compensation Recovery (“Clawback”)



 


		11.1.	In the event of an accounting restatement, NeuroSense shall be entitled to recover from its Executive
Officers the bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded what would
have been paid under the financial statements, as restated, provided that a claim is made by NeuroSense prior to the second anniversary
of fiscal year end of the restated financial statements.



 


		11.2.	Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:



 


		11.2.1.	The financial restatement is required due to changes in the applicable financial reporting standards;
or



 


		11.2.2.	The Compensation Committee has determined that Clawback proceedings in the specific case would be impossible,
impractical or not commercially or legally efficient.



 


		11.3.	Nothing in this Section 11 derogates from any other “Clawback” or similar provisions
regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws.



 


		D.	Equity Based Compensation



 


		12.	The Objective



 


		12.1.	The equity-based compensation for NeuroSense’s Executive Officers is designed in a manner consistent
with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the
alignment between the Executive Officers’ interests with the long-term interests of NeuroSense and its shareholders, and to strengthen
the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest
over several years, their incentive value to recipients is aligned with longer-term strategic plans.



 


		12.2.	The equity-based compensation offered by NeuroSense is intended to be in a form of share options and/or
other equity-based awards, such as RSUs, in accordance with the Company’s equity incentive plan in place as may be updated from
time to time.



 


		12.3.	All equity-based incentives granted to Executive Officers shall be subject to vesting periods in order
to promote long-term retention of the awarded Executive Officers. Unless determined otherwise in a specific award agreement approved by
the Compensation Committee and the Board, grants to Executive Officers other than non-employee directors shall vest gradually over a period
of between two (2) to four (4) years or based on performance. The exercise price of options shall be determined in accordance
with NeuroSense’s policies, the main terms of which shall be disclosed in the annual report of NeuroSense.



 


		12.4.	All other terms of the equity awards shall be in accordance with NeuroSense’s incentive plans and
other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, extend the period
of time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any
Executive Officer’s awards, including, without limitation, in connection with a corporate transaction involving a change of control,
subject to any additional approval as may be required by the Companies Law.



 






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		13.	General Guidelines for the Grant of Awards



 


		13.1.	The equity-based compensation shall be granted from time to time and be individually determined and awarded
according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities
of the Executive Officer.



 


		13.2.	In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee
and Board shall consider the factors specified in Section 13.1 above, and in any event the total fair market value of an annual equity-based
compensation at the time of grant shall not exceed: (i) with respect to the CEO, 300% of his or her annual base salary and (ii) with
respect to each of the other Executive Officers, 200% of his or her annual base salary.



 


		13.3.	The fair market value of the equity-based compensation for the Executive Officers will be determined according
to acceptable valuation practices at the time of grant.



 


		13.4.	The Board considered the possibility of determining a ceiling for the exercise value of the equity-based
compensation and decided, taking into account the purpose of the equity-based compensation, not to set such a ceiling in this Policy.



 


		E.	Retirement and Termination of Service Arrangements



 


		14.	Advanced Notice Period



 


NeuroSense
may provide an Executive Officer, other than the CEO, according to his/her seniority in the Company, his/her contribution to the Company’s
goals and achievements and the circumstances of retirement and the CEO a prior notice of termination of up to twelve (12) months in the
case of the CEO and nine (9) months in the case of other Executive Officers, during which the Executive Officer may be entitled to
all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation. NeuroSense shall be entitled
to waive the employment or service of an Executive Officer (including the CEO) during the course of the prior notice period, in whole
or in part, provided that it continues to make all of the payments and provide all benefits s/he is due under his/her employment
agreement and applicable law. Alternatively, NeuroSense shall be entitled to terminate the Executive Officer’s (including NeuroSense
CEO) service without prior notice provided that the Company pays the officer (including NeuroSense CEO), on the date of the termination
of his employment, payments that shall not be less than the payments he is owed in lieu of the prior notice period (and, without
limitation salary, vacation days and all payments and benefits he is due under this employment agreement and applicable law).]


 


		15.	Adjustment Period



 


NeuroSense
may provide an additional adjustment period of up to six (6) months to an Executive Officer, other than the CEO, according to his/her
seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of retirement and to
the CEO, during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of
his/her equity-based compensation.


 


		16.	Additional Retirement and Termination Benefits



 


NeuroSense
may provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory severance
pay under Israeli labor laws), or which will be comparable to customary market practices.


 


		17.	Non-Compete Grant



 


Upon termination of service and subject
to applicable law, NeuroSense may grant to its Executive Officers a non-compete grant as an incentive to refrain from competing with NeuroSense
for a defined period of time. The terms and conditions of the non-compete grant shall be decided by the Board and shall not exceed such
Executive Officer’s monthly base salary multiplied by twelve (12).


 


		18.	Limitation Retirement and Termination of Service Arrangements



 


The total
non-statutory payments under Section 14-17 above shall not exceed the Executive Officer’s monthly base salary multiplied by
twenty four (24). The limitation under this Section 18 does not apply to benefits and payments provided under other chapters of this
Policy.


 






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		F.	Exculpation, Indemnification and Insurance



 


		19.	Exculpation



 


NeuroSense
may exempt its directors and Executive Officers in advance for all or any of his/her liability for damage in consequence of a breach of
the duty of care vis-a-vis NeuroSense, to the fullest extent permitted by applicable law.


 


		20.	Insurance and Indemnification



 


		20.1.	NeuroSense may indemnify its directors and Executive Officers to the fullest extent permitted by applicable
law, for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement
between such individuals and NeuroSense, all subject to applicable law and the Company’s articles of association.



 


		20.2.	NeuroSense will provide directors’ and officers’ liability insurance (the “Insurance
Policy”) for its directors and Executive Officers as follows:



 


		20.2.1.	The limit of liability of the insurer shall not exceed the greater of $100 million or 50% of the Company’s
shareholders equity based on the most recent financial statements of NeuroSense at the time of approval by the Compensation Committee;
and



 


		20.2.2.	The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal
shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable
considering NeuroSense’s exposures, the scope of coverage and the market conditions and that the Insurance Policy reflects the current
market conditions, and it shall not materially affect the Company’s profitability, assets or liabilities.



 


		20.3.	Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board),
NeuroSense shall be entitled to enter into a “run off” Insurance Policy of up to seven (7) years, with the same insurer
or any other insurance, as follows:



 


		20.3.1.	The limit of liability of the insurer shall not exceed the greater of $100 million or 50% of the Company’s
shareholders equity based on the most recent financial statements of NeuroSense at the time of approval by the Compensation Committee;



 


		20.3.2.	The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal
shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable
considering the Company’s exposures covered under such policy, the scope of cover and the market conditions, and that the Insurance
Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.



 


		20.4.	NeuroSense may extend the Insurance Policy in place to include cover for liability pursuant to a future
public offering of securities as follows:



  


		20.4.1.	The Insurance Policy, as well as the additional premium shall be approved by the Compensation Committee
(and if required by law, by the Board) which shall determine that the sums are reasonable considering the exposures pursuant to such public
offering of securities, the scope of cover and the market conditions and that the Insurance Policy reflects the current market conditions,
and it does not materially affect the Company’s profitability, assets or liabilities.



 





		G.	Arrangements upon Change of Control



 


		21.	The following benefits may be granted to the Executive Officers in addition to the benefits applicable in the case of any retirement
or termination of service upon, or in connection with, a “Change of Control” as shall be defined in the respective incentive
plan or employment or service agreement:



 


		21.1.	Vesting acceleration of outstanding options or other equity-based awards;



 






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		21.2.	Extension of the exercising period of equity-based compensation for NeuroSense’s Executive Officer
for a period of up to one (1) year in case of an Executive Officer other than the CEO and two (2) years in case of the CEO,
following the date of service termination; and



 


		21.3.	Up to an additional six (6) months of continued base salary and benefits following the date of service
termination (the “Additional Adjustment Period”). For avoidance of doubt, such additional Adjustment Period shall be
in addition to the advance notice and adjustment periods pursuant to Sections 14 and 15 of this Policy, but subject to the limitation
set forth in Section 18 of this Policy.



 


		21.4.	A cash bonus not to exceed 100% of the Executive Officer’s annual base salary in case of an Executive
Officer other than the CEO and 150% in case of the CEO.



 


		H.	Board of Directors Compensation



 


		22.	The following benefits may be granted to NeuroSense’s Board members:



 


		22.1.	All of NeuroSense’s Board members, excluding the chairman of the Board, may be entitled to an annual
cash fee retainer of up to US$40,000, committee membership annual cash fee retainer of up to US$15,000 and committee chairperson annual
cash fee retainer of up to US$25,000. The chairperson of NeuroSense’s Board may be entitled to an annual cash fee retainer of up
to US$120,000.



 


		22.2.	The compensation of the Company’s external directors, if elected, shall be in accordance with the
Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the Companies
Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from
time to time.



 


		22.3.	Notwithstanding the provisions of Sections 22.1 above, in special circumstances, such as in the case of
a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation
may be different than the compensation of all other directors and may be greater than the maximal amount allowed under Section 22.1.



 


		22.4.	Each non-employee member of NeuroSense’s Board (excluding the chairman of the Board) may be granted
an annual equity-based award in a total market value at the time of grant of up to US$250,000 . The equity-based awards shall vest annually
over a period of between one (1) to four (4) years.



 


		22.5.	The chairperson of NeuroSense’s Board may be granted an annual equity-based award in a total market
value at the time of grant of up to US$300,000. The equity-based awards shall vest annually over a period of between one (1) to four
(4) years.



 


		22.6.	In addition, members of NeuroSense’s Board may be entitled to reimbursement of expenses in connection with the performance of
their duties.



 


		22.7.	It is hereby clarified that the compensation (and limitations) stated under Section H will not apply to directors who serve as
Executive Officers.



 


		I.	Miscellaneous



 


		23.	Nothing in this Policy shall be deemed to grant any of NeuroSense’s Executive Officers or employees
or any third party any right or privilege in connection with their employment by the Company. Such rights and privileges shall be governed
by the respective personal employment agreements. The Board may determine that none or only part of the payments, benefits and perquisites
detailed in this Policy shall be granted, and is authorized to cancel or suspend a compensation package or part of it.



 


		24.	An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved
by the CEO, provided that the amended terms of employment are in accordance with this Policy. An “Immaterial Change in the Terms
of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to NeuroSense not exceeding
an amount equal to three (3) monthly base salaries of such employee.



 


		25.	In the event that new regulations or law amendment in connection with Executive Officers’ and directors’
compensation will be enacted following the adoption of this Policy, NeuroSense may follow such new regulations or law amendments, even
if such new regulations are in contradiction to the compensation terms set forth herein.



 


*********************


 


This Policy
is designed solely for the benefit of NeuroSense and none of the provisions thereof are intended to provide any rights or remedies to
any person other than NeuroSense.


 


 


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