Exhibit
10.9


 


RenovoRx,
INC.


 


KEY
SERVICE PROVIDER INCENTIVE COMPENSATION PLAN 


 


1.
Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Service
Providers to (a) perform to the best of their abilities and (b) achieve the Company’s objectives.


 


2.
Definitions.


 


(a)
“Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance
Period, subject to the authority of the Administrator (as defined in Section 3) under Section 4(d) to modify the award.


 


(b)
“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures)
controlled by the Company.


 


(c)
“Board” means the Board of Directors of the Company.


 


(d)
“Bonus Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan,
the Administrator establishes the Bonus Pool for each Performance Period.


 


(e)
“Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation
thereunder will include such section or regulation, any valid regulation promulgated under such section, and any comparable provision
of any future legislation or regulation amending, supplementing or superseding such section or regulation.


 


(f)
“Committee” means a committee appointed by the Board (pursuant to Section 3) to administer the Plan.


 


(g)
“Company” means RenovoRx, Inc., a Delaware corporation, or any successor thereto.


 


(h)
“Company Group” means the Company and any Parents, Subsidiaries, and Affiliates.


 


(i)
“Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards
adopted by the Administrator from time to time.


 


(j)
“Fiscal Year” means the fiscal year of the Company.


 


(k)
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


(l)
“Participant” means as to any Performance Period, a Service Provider who has been selected by the Administrator for
participation in the Plan for that Performance Period.


 


(m)
“Performance Period” means the period of time for the measurement of the performance criteria that must be met to
receive an Actual Award, as determined by the Administrator. A Performance Period may be divided into one or more shorter periods if,
for example, but not by way of limitation, the Administrator desires to measure some performance criteria over twelve (12) months and
other criteria over three (3) months.


 


(n)
“Plan” means this Key Service Provider Incentive Compensation Plan (including any appendix attached hereto), as may
be amended from time to time.


 


(o)
“Section 409A” means Section 409A of the Code and any proposed or final Treasury Regulations and Internal Revenue
Service guidance, compliance programs and other interpretive authority promulgated thereunder, or any state law equivalent, as each may
be amended or promulgated, as applicable, from time to time.


 


(p)
“Service Provider” means any (i) executive or other employee of the Company Group, or (ii) other service provider
of the Company Group, in each case whether such individual is so employed or engaged at the time the Plan is adopted or becomes so employed
or engaged subsequent to the adoption of the Plan. For clarity, an officer of the Company Group may either be an employee, an independent
contractor or other service provider. For avoidance of doubt, for purposes of the Plan, engagement as a service provider to the Company
Group may be through a third-party entity (for example, through an agency).


 




    	 



     


    

 


(q)
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section
424(f), in relation to the Company.


 


(r)
“Target Award” means the target award, at one hundred percent (100%) of target level performance achievement, payable
under the Plan to a Participant for a Performance Period, as determined by the Administrator in accordance with Section 4(b).


 


(s)
“Tax Withholdings” means any applicable tax, social insurance and social security liability or premium obligations
in connection with the awards under the Plan, including without limitation: (i) all federal, state, and local income, employment and
any other taxes (including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be
withheld by the Company Group, (ii) the Participant’s and, to the extent required by the Company Group, the applicable fringe benefit
tax liability of the Company Group associated with an award under the Plan, and (iii) any other applicable taxes or social insurance
or social security liabilities or premium the responsibility for which the Participant has, or has agreed to bear, with respect to such
award under the Plan.


 


(t)
“Termination of Service” means a cessation of the employee-employer or independent contractor or other service provider
relationship between a Service Provider and the Company Group, including without limitation a termination by resignation, discharge,
death, Disability, retirement, or the disaffiliation of a Parent, Subsidiary or Affiliate. For purposes of the Plan, transfer of a Service
Provider between any members of the Company Group (for example, between the Company and a Subsidiary) will not be deemed a Termination
of Service.


 


3.
Administration of the Plan.


 


(a)
Administrator. The Plan will be administered by the Board or a Committee (the “Administrator”). To the extent
necessary or desirable to satisfy applicable laws, the Committee acting as the Administrator will consist of not less than two (2) members
of the Board. The members of any Committee will be appointed from time to time by, and serve at the pleasure of, the Board. The Board
may retain the authority to administer the Plan concurrently with a Committee and may revoke the delegation of some or all authority
previously delegated. Different Administrators may administer the Plan with respect to different groups of Service Providers. Unless
and until the Board otherwise determines, the Board’s Compensation Committee will administer the Plan.


 


(b)
Administrator Authority. It will be the duty of the Administrator to administer the Plan in accordance with the Plan’s provisions.
The Administrator will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including,
but not limited to, the power to (i) determine which Service Providers will be granted awards, (ii) prescribe the terms and conditions
of awards, (iii) interpret the Plan and the awards, (iv) adopt such procedures and sub-plans as are necessary or appropriate to permit
participation in the Plan by Service Providers who are non-U.S. nationals or employed or engaged outside of the U.S. or to qualify awards
for special tax treatment under the laws of jurisdictions other than the U.S., (v) adopt rules for the administration, interpretation
and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke any such rules. Any determinations and decisions
made or to be made by the Administrator pursuant to the provisions of the Plan, unless specified otherwise by the Administrator, will
be in the Administrator’s sole discretion.


 


(c)
Decisions Binding. All determinations and decisions made by the Administrator and/or any delegate of the Administrator pursuant
to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted
by law.


 


(d)
Delegation by Administrator. The Administrator, on such terms and conditions as it may provide, may delegate all or part of its
authority and powers under the Plan to one or more directors and/or officers of the Company. Such delegation may be revoked at any time.


 


(e)
Indemnification. Each person who is or will have been a member of the Administrator will be indemnified and held harmless by the
Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved
by reason of any action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action,
suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not
be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation
or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them
harmless.


 




    	 



     


    

 


4.
Selection of Participants and Determination of Awards.


 


(a)
Selection of Participants. The Administrator will select the Service Providers who will be Participants for any Performance Period.
Participation in the Plan will be on a Performance Period by Performance Period basis. Accordingly, a Service Provider who is a Participant
for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period
or Performance Periods. No Service Provider will have the right to be selected to receive an award under this Plan or, if so selected,
to be selected to receive a future award.


 


(b)
Determination of Target Awards. The Administrator may, in its sole discretion, establish a Target Award for each Participant
(which may be expressed as a percentage of a Participant’s average annual base salary or annual consulting fee, as applicable,
for the Performance Period or a fixed dollar amount or such other amount or based on such other formula or factors as the Administrator
determines).


 


(c)
Bonus Pool. Each Performance Period, the Administrator may, in its discretion, establish a Bonus Pool, which pool may be established
before, during or after the applicable Performance Period. Actual Awards will be paid from the Bonus Pool (if a Bonus Pool has been
established). 


 


(d)
Discretion to Modify Awards. Notwithstanding any contrary provision of the Plan, the Administrator, at any time, may: (i) increase,
reduce or eliminate a Participant’s Actual Award, and/or (ii) increase, reduce or eliminate the amount allocated to the Bonus Pool.
The Actual Award may be below, at or above the Target Award, as determined by the Administrator. The Administrator may determine the
amount of any increase, reduction, or elimination based on such factors as it deems relevant, and will not be required to establish any
allocation or weighting with respect to the factors it considers.


 


(e)
Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Administrator will determine the performance
goals, if any, applicable to any Target Award (or portion thereof) which may include, without limitation, goals related to: attainment
of research and development milestones; sales bookings; business divestitures and acquisitions; capital raising; cash flow; cash position;
contract awards or backlog; corporate transactions; customer renewals; customer retention rates from an acquired company, subsidiary,
business unit or division; earnings (which may include any calculation of earnings, including but not limited to earnings before interest
and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net taxes); earnings per share;
expenses; financial milestones; gross margin; growth in stockholder value relative to the moving average of the S&P 500 Index or
another index; internal rate of return; leadership development or succession planning; license or research collaboration arrangements;
market share; net income; net profit; net sales; new product or business development; new product invention or innovation; number of
customers; operating cash flow; operating expenses; operating income; operating margin; overhead or other expense reduction; patents;
procurement; product defect measures; product release timelines; productivity; profit; regulatory milestones or regularly-related goals;
retained earnings; return on assets; return on capital; return on equity; return on investment; return on sales; revenue; revenue growth;
sales results; sales growth; savings; stock price; time to market; total stockholder return; working capital; unadjusted or adjusted
actual contract value; unadjusted or adjusted total contract value; and individual objectives such as peer reviews or other subjective
or objective criteria. As determined by the Administrator, the performance goals may be based on U.S. generally accepted accounting principles
(“GAAP”) or non-GAAP results and any actual results may be adjusted by the Administrator for one-time items or unbudgeted
or unexpected items and/or payments of Actual Awards under the Plan when determining whether the performance goals have been met. The
performance goals may be based on any factors the Administrator determines relevant, including without limitation on an individual, divisional,
portfolio, project, business unit, segment or Company-wide basis. Any criteria used may be measured on such basis as the Administrator
determines, including without limitation: (i) in absolute terms, (ii) in combination with another performance goal or goals (for example,
but not by way of limitation, as a ratio or matrix), (iii) in relative terms (including, but not limited to, results for other periods,
passage of time and/or against another company or companies or an index or indices), (iv) on a per-share basis, (v) against the performance
of the Company as a whole or a segment of the Company and/or (vi) on a pre-tax or after-tax basis. The performance goals may differ from
Participant to Participant and from award to award. Failure to meet the applicable performance goals will result in a failure to earn
the Target Award, except as provided in Section 4(d). The Administrator also may determine that a Target Award (or portion thereof) will
not have a performance goal associated with it but instead will be granted (if at all) as determined by the Administrator.


 




    	 



     


    

 


5.
Payment of Awards.


 


(a)
Right to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company Group. Nothing in this
Plan will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured
general creditor with respect to any payment to which the Participant may be entitled.


 


(b)
Timing of Payment. Payment of each Actual Award will be made as soon as practicable after the end of the Performance Period to
which the Actual Award relates and after the Actual Award is approved by the Administrator, but in no event after the later of (i) the
fifteenth (15th) day of the third (3rd) month of the Company’s taxable year immediately following the Company’s taxable year
in which the Participant’s Actual Award first becomes no longer subject to a substantial risk of forfeiture, and (ii) March 15
of the calendar year immediately following the calendar year in which the Participant’s Actual Award first becomes no longer subject
to a substantial risk of forfeiture. Unless otherwise determined by the Administrator, to earn an Actual Award a Participant must be
employed or engaged by the Company Group on the date the Actual Award is paid.


 


(c)
Form of Payment. Each Actual Award generally will be paid in cash (or its equivalent) in a single lump sum. The Administrator
reserves the right to settle an Actual Award with a grant of an equity award with such terms and conditions, including any vesting requirements,
as determined by the Administrator.


 


(d)
Payment in the Event of Death or Disability. If a Termination of Service occurs due to a Participant’s death or Disability
prior to payment of an Actual Award that the Administrator has determined will be paid for a prior Performance Period, then the Actual
Award will be paid to the Participant or the Participant’s estate, as the case may be, subject to the Administrator’s discretion
to reduce or eliminate any Actual Award otherwise payable.


 


6.
General Provisions.


 


(a)
Tax Matters.


 


(i)
Section 409A. It is the intent that this Plan be exempt from or comply with the requirements of Section 409A so that none of the
payments to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous
terms will be interpreted to be so exempt or so comply. Each payment under this Plan is intended to constitute a separate payment for
purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will the Company Group have any liability, obligation, or responsibility
to reimburse, indemnify or hold harmless any Participant or other Service Provider for any taxes, penalties or interest imposed, or other
costs incurred, as a result of Section 409A.


 


(ii)
Withholding Obligations. The Company Group will have the right and authority to deduct from any Actual Award all applicable Tax
Withholdings. Prior to the payment of an Actual Award or such earlier time as any applicable Tax Withholdings are due, the Company Group
is permitted to deduct or withhold, or require a Participant to remit to the Company Group, an amount sufficient to satisfy any applicable
Tax Withholdings with respect to such Actual Award.


 


(b)
No Effect on Employment or Service. Neither the Plan nor any award under the Plan will confer upon a Participant any right regarding
continuing the Participant’s relationship as a Service Provider or other service provider to the Company Group, nor will they interfere
with or limit in any way the right of the Company Group or the Participant to terminate such relationship at any time, with or without
cause, to the extent permitted by applicable laws.


 




    	 



     


    

 


(c)
Forfeiture Events.


 


(i)
Clawback Policy; Applicable Laws. All awards under the Plan will be subject to reduction, cancellation, forfeiture, or recoupment
in accordance with any applicable clawback policy that the Company Group is required to adopt pursuant to the listing standards of any
national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank
Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, the Administrator may impose such other clawback,
recovery or recoupment provisions with respect to an award under the Plan as the Administrator determines necessary or appropriate, including
without limitation a reacquisition right in respect of previously acquired cash, stock, or other property provided with respect to an
award. Unless this Section 6(c)(i) is specifically mentioned and waived in a written agreement between a Participant and a member of
the Company Group or other document, no recovery of compensation under a clawback policy will give the Participant the right to resign
for “good reason” or “constructive termination” (or similar term) under any agreement with a member of the Company
Group.


 


(ii)
Additional Forfeiture Terms. The Administrator may specify when providing for an award under the Plan that the Participant’s
rights, payments, and benefits with respect to the award will be subject to reduction, cancellation, forfeiture, or recoupment upon the
occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of the award. Such events may
include, without limitation, termination of the Participant’s status as a Service Provider for “cause” or any act by
a Participant, whether before or after the Participant’s status as a Service Provider terminates, that would constitute “cause.”


 


(iii)
Accounting Restatements. If the Company is required to prepare an accounting restatement due to the material noncompliance of
the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then any Participant who
knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct,
and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002,
will reimburse the Company Group the amount of any payment with respect to an award earned or accrued under the Plan during the
twelve (12) month period following the first public issuance or filing with the U.S. Securities and Exchange Commission (whichever first
occurred) of the financial document embodying such financial reporting requirement.


 


(d)
Successors. All obligations of the Company under the Plan, with respect to awards under the Plan, will be binding on any successor
to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business or assets of the Company.


 


(e)
Nontransferability of Awards. No award under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution, and except as provided in Section 5(d). All rights with respect to an
award granted to a Participant will be available during his or her lifetime only to the Participant.


 


7.
Amendment, Termination, and Duration.


 


(a)
Amendment, Suspension, or Termination. The Administrator may amend or terminate the Plan, or any part thereof, at any time and
for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair
any rights or obligations under any Actual Award earned by such Participant. No award may be granted during any period of suspension
or after termination of the Plan.


 


(b)
Duration of Plan. The Plan will commence on the date first adopted by the Board or the Compensation Committee of the Board, and
subject to Section 7(a) (regarding the Administrator’s right to amend or terminate the Plan), will remain in effect thereafter
until terminated.


 


8.
Legal Construction.


 


(a)
Gender and Number. Unless otherwise indicated by the context, any feminine term used herein also will include the masculine and
any masculine term used herein also will include the feminine; the plural will include the singular and the singular will include the
plural.


 


(b)
Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason
in any jurisdiction or as to any Participant, such invalidity, illegality, or unenforceability will not affect the remaining parts of
the Plan, and the Plan will be construed and enforced as if the invalid, illegal, or unenforceable provision had not been included.


 


(c)
Governing Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of California,
but without regard to its conflict of law provisions.


 


(d)
Bonus Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulations section
2510.3-2(c) and will be construed and administered in accordance with such intention.


 


(e)
Headings. Headings are provided herein for convenience only, and will not serve as a basis for interpretation or construction
of the Plan.


 


9.
Compliance with Applicable Laws. Awards under the Plan (including without limitation the granting of such awards) will be subject
to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as
may be required.