Exhibit
10.3


 


RenovoRx,
INC. 


OUTSIDE
DIRECTOR COMPENSATION POLICY


 


Initially
Adopted and Approved by the Board of Directors on September 30, 2021; most recently amended and restated September 29, 2022 (the “Restatement
Date”)


 


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 as amended and restated (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
amended and restated Policy is effective as of the Restatement 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 to each Outside Director who has served in the relevant
capacity at any point during the immediately preceding fiscal quarter, and such payment shall be made no later than forty-five (45) days
following the end of such immediately preceding fiscal quarter.


 


Committee
Annual Cash Retainer


 


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 to each Outside Director who has served in the relevant capacity at any point
during the immediately preceding fiscal quarter, and such payment shall be made no later than forty-five (45) days following the end
of such immediately preceding fiscal quarter) 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. For purposes of further clarification, an Outside
Director who has served as an Outside Director, or as a member of an applicable committee (or chair thereof), as applicable, during only
a portion of the relevant Company fiscal quarter will receive a pro-rated payment of the quarterly payment of the applicable annual cash
retainer(s), calculated based on the number of days during such fiscal quarter such Outside Director has served in the relevant capacities.


 






    	 



     


    

 


		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. Subject to the following sentence and the terms of this Policy, each individual who first becomes an Outside Director
following the Restatement Date will be granted Options having a 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. Notwithstanding the foregoing, no Initial Award granted on or after the Restatement Date
but on or prior to September 30, 2023 will cover more than 43,026 Shares (with such maximum number of Shares to be automatically proportionately
adjusted in the event of a Change in Capitalization, with any fractional Share resulting from such adjustment eliminated). 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. Subject to the following sentence and the terms of this Policy, on October 1 of each year, commencing October 1,
2022, each Outside Director will be automatically granted Options having a Value of $70,000 in the aggregate (an “Annual Award”).
Notwithstanding the foregoing, no Annual Award granted on or after the Restatement Date but on or prior to September 30, 2023 will cover
more than 25,099 Shares (with such maximum number of Shares to be automatically proportionately adjusted in the event of a Change in
Capitalization, with any fractional Share resulting from such adjustment eliminated). 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.


 






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(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.


 


(d)
Value. For purposes of this Policy, “Value” means the grant date fair value as determined for the Company’s
financial reporting purposes.


 


		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, with cash compensation measured for this purpose at its value upon payment and
any equity compensation measured for this purpose at its 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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