**Exhibit 10.3**

**CONCEPTUS,INC.**

Independent DirectorEquity Compensation Policy

Adopted April 12, 2007

1.             General.  This Independent Director Equity CompensationPolicy (the “Policy”) is adopted by the Board of Directors (the “Board”)in accordance with Section 12 of the Conceptus, Inc. Ninth Amended and Restated2001 Equity Incentive Plan (the “Plan”). Capitalized but undefined terms used herein shall have the meaningsprovided for in the Plan.

2.             Board Authority.  Pursuant to Section 12 of the Plan, the Boardis responsible for adopting a written policy for the grant of Awards under thePlan to Independent Directors, which policy is to specify, with respect to anysuch Awards, the type of Award(s) to be granted Independent Directors, thenumber of Shares to be subject to Independent Director Awards, the conditionson which such Awards shall be granted, become exercisable and/or payable andexpire, and such other terms and conditions as the Board determines in itsdiscretion.

3.             Initial EquityGrants to Independent Directors. Each person who is initially elected to the Board as an IndependentDirector shall be granted, automatically and without necessity of any action bythe Board or any committee thereof, on the date of such initial election (a)Stock Appreciation Rights with respect to twenty thousand (20,000) shares ofCommon Stock (subject to adjustment as provided in Section 18 of the Plan) (“InitialSARs”) and (b) Restricted Stock Units with respect to that number of sharesof Common Stock (subject to adjustment as provided in Section 18 of the Plan)calculated by dividing $100,000 by the Fair Market Value of the Common Stock onthe date of grant (“Initial RSUs”). Notwithstanding the foregoing, members of the Board who are employees ofthe Company and who subsequently terminate employment with the Company andremain members of the Board shall not receive Initial SARs or Initial RSUs.

4.             Subsequent EquityGrants to Independent Directors. Each person who is an Independent Director immediately following an annualmeeting of stockholders (*provided*that, on such date, he or she shall have served on the Board for at least six(6) months prior to the date of such annual meeting) shall be granted,automatically and without necessity of any action by the Board or any committeethereof, on the date of such annual meeting (a) Stock Appreciation Rights withrespect to seven thousand five hundred (7,500) shares of Common Stock (subjectto adjustment as provided in Section 18 of the Plan) (“Annual SARs”) and(b) Restricted Stock Units with respect to two thousand five hundred (2,500)shares of Common Stock (subject to adjustment as provided in Section 18 of thePlan) (“Annual RSUs”).  Members ofthe Board who are employees of the Company and who subsequently terminate employmentwith the Company and remain on the Board, to the extent that they are otherwiseeligible, shall receive, after termination of employment with the Company,Annual SARs and Annual RSUs pursuant to this Section 4 (with the date ofretirement being deemed to be his or her date of initial election to theBoard).

5.             Lead IndependentDirector and Committee Grants.  Inaddition to the grants in Section 3 and Section 4:

(i)            the Lead IndependentDirector, as appointed by the Board, who is serving in such capacityimmediately following an annual meeting of stockholders shall be granted,

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automatically and withoutnecessity of any action by the Board or any committee thereof, on the date ofsuch annual meeting (a) Stock Appreciation Rights with respect to ten thousand(10,000) shares of Common Stock (subject to adjustment as provided in Section18 of the Plan) and (b) Restricted Stock Units with respect to five hundred(500) shares of Common Stock (subject to adjustment as provided in Section 18of the Plan);

(ii)           the IndependentDirector who is serving as the Chair of the Audit Committee of the Board (the “AuditCommittee”) immediately following an annual meeting of stockholders shallbe granted, automatically and without necessity of any action by the Board or anycommittee thereof, on the date of such annual meeting (a) Stock AppreciationRights with respect to five thousand (5,000) shares of Common Stock (subject toadjustment as provided in Section 18 of the Plan) and (b) Restricted StockUnits with respect to five hundred (500) shares of Common Stock (subject toadjustment as provided in Section 18 of the Plan);

(iii)          each IndependentDirector who is serving as a member of the Audit Committee (other than theChair of the Audit Committee) immediately following an annual meeting ofstockholders shall be granted, automatically and without necessity of anyaction by the Board or any committee thereof, on the date of such annualmeeting Stock Appreciation Rights with respect to two thousand (2,000) sharesof Common Stock (subject to adjustment as provided in Section 18 of the Plan);

(iv)          the Independent Directorwho is serving as the Chair of the Compensation Committee of the Board (the “CompensationCommittee”) immediately following an annual meeting of stockholders shallbe granted, automatically and without necessity of any action by the Board orany committee thereof, on the date of such annual meeting (a) StockAppreciation Rights with respect to two thousand (2,000) shares of Common Stock(subject to adjustment as provided in Section 18 of the Plan) and (b)Restricted Stock Units with respect to five hundred (500) shares of CommonStock (subject to adjustment as provided in Section 18 of the Plan); and

(v)           each IndependentDirector who is serving as a member of the Compensation Committee (other thanthe Chair of the Compensation Committee) immediately following an annualmeeting of stockholders shall be granted, automatically and without necessityof any action by the Board or any committee thereof, on the date of such annualmeeting Stock Appreciation Rights with respect to two thousand (2,000) sharesof Common Stock (subject to adjustment as provided in Section 18 of the Plan).

The Stock AppreciationRights granted pursuant to this Section 5 shall each be referred to hereinas  “Additional SARs,” and theRestricted Stock Units granted pursuant to this Section 5 shall be referred toherein as “Additional RSUs.”

6.             Terms of AwardsGranted to Independent Directors.

(i)            Stock AppreciationRights.  The per Share exercise priceof each Stock Appreciation Right granted to an Independent Director shall equalone-hundred percent (100%) of the Fair Market Value of a share of Common Stockon the date the Stock Appreciation Right is granted.  Initial SARs shall vest and becomeexercisable as follows:  twenty-fivepercent (25%) of the shares subject to Initial SARs shall vest on the firstanniversary of the date of grant for such Initial SARs and one forty-eighth (1/48th)of the shares subject to the Initial SARs (rounded down to the next whole number of shares) shall vest on the first day of each full monththereafter, such that the Initial SARs

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shall be one-hundredpercent (100%) vested on the first dayof the forty-eighth (48th) month following the date of grant for suchInitial SARs.  Annual SARs and AdditionalSARs shall vest and become exercisable as follows:  one twelfth (1/12th)of the shares subject to the Annual SARs and Additional SARs (roundeddown to the next whole number of shares) shall vest on each monthly anniversaryof the date of grant for such Annual SARs and Additional SARs, such that theAnnual SARs and the Additional SARs shall be one-hundred percent (100%) vestedon the first anniversary of the date of grant for such Annual SARs andAdditional SARs.  Subject to Section 10of the Plan, the term of each Stock Appreciation Right granted to anIndependent Director shall be ten (10) years from the date the StockAppreciation Right is granted.  Noportion of a Stock Appreciation Right which is unexercisable at the time of anIndependent Director’s termination of membership on the Board shall thereafterbecome exercisable.  Payment of eachStock Appreciation Right shall be in shares of Common Stock.

(ii)           Restricted StockUnits.  The Initial RSUs, Annual RSUsand Additional RSUs shall be pursuant to the terms of a Restricted Stock Unitagreement, which shall provide for the forfeiture of any unvested RestrictedStock Units upon the termination of the director’s status as a Director for anyreason (including death or disability). Each grant of Restricted Stock Units shall vest with respect toone-third (1/3) of the shares subject to such grant of Restricted Stock Unitson each anniversary of the date of grant, such that one hundred percent (100%)of the shares subject to such grant of Restricted Stock Units shall have vestedon the third anniversary of the date of grant. The shares of Common Stock subject to each vested Restricted Stock Unitshall be transferred to the holder thereof as soon as administratively practicablefollowing the vesting of such Restricted Stock Unit.  The Restricted Stock Unit agreement shallcontain such other terms, provisions and conditions not inconsistent with thePlan as may be determined by the Administrator in its sole discretion.  The Director shall have rights equivalent tothose of a shareholder and shall be a shareholder when the transfer of his orher shares of Common Stock is entered upon the records of the duly authorizedtransfer agent of the Company.

7.             Effect ofAcquisition.  Upon an Acquisition ofthe Company, all Awards held by an Independent Director shall become fullyvested and/or exercisable, irrespective of any other provisions of theIndependent Director’s Award Agreement.

8.             Effect of OtherPlan Provisions.  The other provisionsof the Plan shall apply to the Awards granted automatically pursuant to thisPolicy, except to the extent such other provisions are inconsistent with thisPolicy.

9.             Treatment ofAwards Previously Issued Under the Plan. Prior to the Policy Effective Date (as hereinafter defined), the Companyissued Awards to Independent Directors. Those Awards will continue to be governed by Section 12 and Section 13of the Plan as in effect as of their date of grant; **provided**,**however**, that Section 7 of this Policyshall apply retroactively to such awards previously granted.

10.           Incorporation of thePlan.  All applicable terms of thePlan apply to this Policy as if fully set forth herein, and all grants ofAwards hereby are subject in all respect to the terms of such Plan.

11.           Written GrantAgreement.  The grant of any Awardunder this Policy shall be made solely by and subject to the terms set forth ina written agreement in a form to be approved by the Board and duly executed byan executive officer of the Company.

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12.           Policy Subject toAmendment, Modification and Termination. This Policy may be amended, modified or terminated by the Board in thefuture at its sole discretion.  NoIndependent Director shall have any rights hereunder unless and until an Awardis actually granted.  Without limitingthe generality of the foregoing, the Board hereby expressly reserves theauthority to terminate this Policy during any year up and until the election ofdirectors at a given annual meeting of stockholders.

13.           Effectiveness.  This policy shall become effective as ofApril 12, 2007 (the “Policy Effective Date”).

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