Exhibit
10.3


 


RenovoRx,
INC.


 


OUTSIDE
DIRECTOR COMPENSATION POLICY


 


Adopted
and Approved by the Board of Directors on September 30, 2021


 


RenovoRx,
Inc. (the “Company”) believes that providing cash and equity compensation to its members of the Board of Directors
(the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract,
retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director
Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding the compensation
to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given to such
terms in the Company’s 2021 Omnibus Equity Incentive Plan (the “Plan”), or if the Plan is no longer in place,
the meaning given to such terms or any similar terms in the equity plan then in place. Each Outside Director will be solely responsible
for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives
under this Policy.


 


This
Policy is adopted and approved as of the date stated above and applies to Outside Director compensation as of the date of the Company’s
initial public offering on August 26, 2021 (such date, the “Effective Date”).


 


		1.	Cash
                                            Compensation



 


Annual
Cash Retainer


 


Each
Outside Director will be paid an annual cash retainer of $36,000. There are no per-meeting attendance fees for attending Board meetings.
This cash compensation will be paid quarterly in arrears on a prorated basis from the Effective Date.


 


Committee
Annual Cash Retainer


 


Effective
as of the Effective Date, each Outside Director who serves as the chair or a member of a committee of the Board listed below will be
eligible to earn additional annual cash fees (paid quarterly in arrears on a prorated basis) as follows:


 


	Chair of Audit Committee:	 	$	15,000	 
	 	 	 	 	 
	Chair of Compensation Committee:	 	$	10,000	 
	 	 	 	 	 
	Chair of Corporate Governance and Nominating Committee:	 	$	10,000	 
	 	 	 	 	 
	Non-Chair Members of Various Committees:	 	$	5,000	 




 


For
clarity, each Outside Director who serves as the chair of a committee shall receive only the additional annual cash fee as the chair
of the committee, and not the additional annual cash fee as a member of the committee.


 


		2.	Equity
                                            Compensation



 


Outside
Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan
in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors
pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in
accordance with the following provisions:


 


(a)
No Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or
to determine the number of Shares to be covered by such Awards.


 


(b)
Initial Award. Each individual who first becomes an Outside Director following the Effective Date will be granted Options at a fair
market value of $120,000 in the aggregate (an “Initial Award”), on the date on which such individual first
becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a
vacancy. Subject to Section 11 of the Plan and Section 3 of this Policy, each Initial Award will vest and become exercisable over
three years, with 1/36th of the Initial Award vesting each month on the same day of the month as the commencement of the applicable
Outside Director’s service as an Outside Director, subject to the Outside Director continuing to be a Participant (as defined
in the Plan) through such date.


 



    	 



     


    

 





(c)
Annual Award. On October 1 of each year, commencing October 1, 2022, each Outside Director will be automatically granted Options at
a fair market value of $65,000 in the aggregate (an “Annual Award”). Subject to Section 11 of the Plan and
Section 3 of this Policy, 1/12th of each Annual Award will vest monthly after October 1 on the first day of each subsequent month,
subject to the applicable Outside Director continuing to be a Participant through such date.


 


(c)
Terms. The terms and conditions of each Initial Award or Annual Award will be as follows:


 


(i)
Exercise Price. The per Share exercise price for an Option granted under this Policy will be 100% of the Fair Market Value on
the grant date.


 


(ii)
Term. The maximum term to expiration of an Option granted under this Policy will be 10 years, subject to earlier termination as
provided in the Plan.


 


		3.	Change
                                            in Control



 


In
the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity Awards, including any
Initial Award or Annual Award, provided that the Outside Director continues to be an Outside Director through such date.


 


		4.	Annual
                                            Compensation Limit



 


 In
any fiscal year, other than the fiscal year in which he or she joins the Board, no Outside Director may be paid, issued or granted compensation
(including in the form of cash or equity compensation, which will be valued based on its grant-date fair value) with an aggregate value
greater than $250,000 (increased to $300,000 for an Outside Director’s first fiscal year of service). 
Any cash compensation paid or equity compensation award (including any Awards) granted to an individual for his or her services as an
employee, or for his or her services as a consultant (other than as an Outside Director), will not count for purposes of the limitation
under this Section 4.


 


		5.	Travel
                                            Expenses



 


Each
Outside Director’s reasonable, customary and documented travel expenses to Board or Board committee meetings will be reimbursed
by the Company.


 


		6.	Additional
                                            Provisions



 


All
provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.


 


		7.	Adjustments



 


In
the event that that any extraordinary dividend or other extraordinary distribution (whether in the form of cash, Shares, other securities
or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting
the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to
be made available under this Policy, will adjust the number of Shares issuable pursuant to Awards granted under this Policy.


 






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		8.	Section
                                            409A



 


In
no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (i) 15th day of the third
month following the end of the Company’s fiscal year in which the compensation is earned or expenses are incurred, as applicable,
or (ii) 15th day of the third month following the end of the calendar year in which the compensation is earned or expenses are incurred,
as applicable, in compliance with the “short-term deferral” exception under Section 409A of the Internal Revenue Code of
1986, as amended, and the final regulations and guidance thereunder, as may be amended from time to time (together, “Section
409A”). It is the intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with
the requirements of Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed
under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the
Company reimburse an Outside Director for any taxes imposed or other costs incurred as a result of Section 409A.


 


		9.	Revisions



 


The
Board may amend, alter, suspend or terminate this Policy at any time and for any reason. No amendment, alteration, suspension or termination
of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded,
unless otherwise mutually agreed between the Outside Director and the Company. Termination of this Policy will not affect the Board’s
or the Compensation Committee’s ability to exercise the powers granted to it under the Plan with respect to Awards granted under
the Plan pursuant to this Policy prior to the date of such termination.


 






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