Exhibit 10.3


 


journey
medical corporation


NON-EMPLOYEE
DIRECTORS COMPENSATION PLAN


 


ARTICLE 1


PURPOSE


 


1.1. Purpose.
The purpose of the Journey Medical Corporation Non-Employee Directors Compensation Plan is to attract, retain and compensate highly-qualified
individuals who are not employees of Journey Medical Corporation for service as members of the Board by providing them with competitive
compensation and an opportunity to participate in the Company’s future growth through the granting of stock-based incentive awards.
The Company intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee Directors to have a personal
financial stake in the Company through an ownership interest in the Stock and will closely associate the interests of Non-Employee Directors
with that of the Company’s stockholders.


 


1.2. ELIGIBILITY.
All Non-Employee Directors shall automatically be participants in the Plan.


 


ARTICLE 2


DEFINITIONS


 


2.1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the LTIP.  Unless
the context clearly indicates otherwise, the following terms shall have the following meanings:


 


	 	(a)	“Annual Equity Award” means stock options, stock awards, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under this Plan for award to Non-Employee Directors under Section 6.2 of the Plan.


 


	 	(b)	“Award” means any Initial Equity Award or Annual Equity Award granted to a Non-Employee Director under Article 6 of the Plan.


 


	 	(c)	“Basic Cash Retainer” means the annual cash retainer (excluding any Supplemental Cash Retainer, Meeting Fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company, as established from time to time by the Board and set forth in Schedule I hereto.


 


	 	(d)	“Company” means Journey Medical Corporation, a Delaware corporation.


 


	 	(e)	“Initial Equity Award” means stock options, stock awards, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under this Plan for award to Non-Employee Directors under Section 6.1 of the Plan.


 


	 	(f)	“LTIP” means the Journey Medical Corporation 2015 Stock Incentive Plan, as amended, or any subsequent equity compensation plan approved by the Board and designated as the LTIP for purposes of this Plan.


 


	 	(g)	“Meeting Fees” means fees for attending a meeting of the Board or one of its Committees as set forth in Section 5.3 hereof.


 


	 	(h)	“Non-Employee Director” means a director of the Company who is not an employee of the Company and who is not directly compensated by the Company under a separate Board-approved agreement with such director, or a related entity to such director, for service as a director during a Plan Year.


 


	 	(i)	“Plan” means this Journey Medical Corporation Non-Employee Directors Compensation Plan, as amended from time to time.


 


	 	(j)	
    “Plan Year(s)” means the
approximate twelve-month periods between annual meetings of the stockholders of the Company. 






 


	 	(k)	
    “Supplemental Cash Retainer”
    means the supplemental annual cash retainer (excluding Basic Cash Retainer, Meeting Fees and expenses) payable by the Company to a Non-Employee
    Director pursuant to Section 5.2 hereof for service as Chairman of the Board, Lead Director, or chair of a committee of the Board, as
    established from time to time by the Board and set forth in Schedule I hereto.

     



 






     


     


    

 


ARTICLE 3


ADMINISTRATION


 


3.1. ADMINISTRATION.
The Plan shall be administered by the Board, or, at the discretion of the Board from time to time, the Plan may be administered by
a committee of the Board. Subject to the provisions of the Plan, the Board shall be authorized to interpret the Plan, to establish, amend
and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration
of the Plan. The Board’s interpretation of the Plan, and all actions taken and determinations made by the Board pursuant to the
powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its stockholders and
persons granted awards under the Plan. The Board may appoint a plan administrator to carry out the ministerial functions of the Plan,
but the administrator shall have no other authority or powers of the Board. To the extent the Board has delegated any authority and responsibility
under this Plan to a committee of the Board, such committee shall have the powers and protections of the Board hereunder, and any reference
herein to the Board (other than in this Section 3.1) shall include such committee. To the extent any action of the Board under the Plan
conflicts with actions taken by such committee, the actions of the Board shall control.


 


3.2. RELIANCE. In administering
the Plan, the Board may rely upon any information furnished by the Company, its public accountants and other experts. No individual will
have personal liability by reason of anything done or omitted to be done by the Company or the Board in connection with the Plan.


 


3.3. INDEMNIFICATION.
Each person who is or has been a member of the Board or who otherwise participates in the administration or operation of the Plan shall
be indemnified by the Company against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or incurred
by him or her in connection with or resulting from any claim, action, suit or proceeding in which such person may be involved by reason
of any action taken or failure to act under the Plan and shall be fully reimbursed by the Company for any and all amounts paid by such
person in satisfaction of judgment against him or her in any such action, suit or proceeding, provided he or she will give the Company
an opportunity, by written notice to the Board, to defend the same at the Company’s own expense before he or she undertakes to defend
it on his or her own behalf. This right of indemnification shall not be exclusive of any other rights of indemnification.


 


ARTICLE 4


SHARES


 


4.1. SOURCE OF SHARES FOR
THE PLAN. The Awards and shares of Stock that may be issued pursuant to the Plan shall be issued under the LTIP, subject to
all of the terms and conditions of the LTIP, including but not limited to Section 5.1 of the LTIP, which provides that the maximum aggregate
number of Shares associated with any Award granted under this Plan in any calendar year to any one Non-Employee Director shall be determined
by the Company. The terms contained in the LTIP are incorporated into and made a part of this Plan with respect to Awards granted pursuant
hereto, and any such Awards shall be governed by and construed in accordance with the LTIP. In the event of any actual or alleged conflict
between the provisions of the LTIP and the provisions of this Plan, the provisions of the LTIP shall be controlling and determinative.
The Plan is considered to be and shall be operated as a subplan of the LTIP, and does not constitute a separate source of shares for the
grant of the Awards provided herein.


 


ARTICLE 5


CASH COMPENSATION


 


5.1. BASIC CASH RETAINER.
 For each Plan Year commencing with 2021, each Non-Employee Director shall be paid a Basic Cash Retainer for service as a director
during each Plan Year, payable in advance, on the first business day following each annual meeting of stockholders. The amount of the
Basic Cash Retainer shall be established from time to time by the Board. The amount of the Basic Cash Retainer is set forth in Schedule
I, as amended from time to time by the Board. Each person who first becomes a Non-Employee Director on a date other than an annual
meeting date shall be paid a pro rata amount of the Basic Cash Retainer for that Plan Year to reflect the actual number of days served
in the Plan Year.


 


5.2. SUPPLEMENTAL
CASH RETAINER.  The Chairman of the Board, Lead Director, and chairs of each committee of the Board may be paid a
Supplemental Cash Retainer during a Plan Year, payable at the same times as installments of the Basic Cash Retainer are paid. The
amount of the Supplemental Cash Retainers shall be established from time to time by the Board, and shall be set forth in Schedule
I, as amended from time to time by the Board. A pro rata Supplemental Cash Retainer will be paid to any Non-Employee Director
who is elected by the Board to a position eligible for a Supplemental Cash Retainer on a date other than the beginning of a Plan
Year, to reflect the actual number of days served in such eligible capacity during the Plan Year.


 






     


     


    

 


5.3. MEETING FEES. 
Each Non-Employee Director may be paid a fee for each meeting of the Board or committee thereof in which he or she participates.
The amount of the fees, if any, shall be established from time to time by the Board and shall be set forth in Schedule I, as amended
from time to time by the Board. For purposes of this provision, casual or unscheduled conferences among directors shall not constitute
an official meeting.


 


5.4. EXPENSE REIMBURSEMENT.
All Non-Employee Directors shall be reimbursed for reasonable travel and out-of-pocket expenses in connection with attendance at meetings
of the Board and its committees, or other Company functions at which the Chief Executive Officer, Chairman of the Board, or Lead Director
requests the director to participate.


 


ARTICLE 6


EQUITY AWARDS


 


6.1 INITIAL EQUITY AWARD.
Subject to share availability under the LTIP, each Non-Employee Director serving as such on July 1, 2021, and each Non-Employee Director
thereafter elected or appointed to the Board, shall be granted an Initial Equity Award. The Initial Equity Award is set forth in Schedule
I, as amended from time to time by the Board. Such Initial Equity Award shall be subject to the terms and restrictions described in
Schedule I and below in this Article 6.


 


6.2 ANNUAL EQUITY AWARD.
Subject to share availability under the LTIP, on the day following each annual meeting of the Company’s stockholders, each Non-Employee
Director serving as such on that date (other than a director who first became a Non-Employee Director at the stockholders meeting held
on the previous day) shall be granted an Annual Equity Award. The Annual Equity Award is set forth in Schedule I, as amended from
time to time by the Board. Such Annual Equity Award shall be subject to the terms and restrictions described in Schedule I and
below in this Article 6.


 


6.3 TERMS AND CONDITIONS
OF AWARDS. Awards granted under this Article 6 shall be subject to the terms and conditions described below and in the LTIP.


 


	 	(a)	Vesting. Each Award granted under this Plan shall vest as provided in Schedule 1, as amended from time to time by the Board; provided, however, that each Award shall become fully vested upon the occurrence of a Change of Control.


 


	 	(b)	Effect of Termination of Directorship. Upon termination of a Non-Employee Director’s membership on the Board for any reason (including without limitation, by reason of death, Disability, retirement or failure to be re-nominated or re-elected as a director), the Non-Employee Director shall forfeit all of his or her right, title and interest in and to any unvested portion of the Initial Equity Award or Annual Equity Award, as the case may be.


 


	 	(c)	Award Certificates. All Awards shall be evidenced by a written Award Certificate between the Company and the Non-Employee Director, which shall include such provisions, not inconsistent with the Plan or the LTIP, as may be specified by the Board.


 


6.4 ADJUSTMENTS. The
adjustment provisions of the LTIP shall apply with respect to Awards granted pursuant to this Plan. Without limiting the foregoing, in
the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in shares of Stock, or a combination
or consolidation of the outstanding Stock into a lesser number of shares of Stock, the number of Awards to be granted to Non-Employee
Directors in accordance with Article 6 hereof shall be adjusted proportionately and the shares of Stock then subject to each Award shall
automatically be adjusted proportionately without any change in the aggregate purchase price therefore.


 


ARTICLE 7


Amendment,
Modification and Termination


 


7.1. AMENDMENT, MODIFICATION
AND TERMINATION. The Board may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval;
provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board, require stockholder approval under
applicable laws, policies or regulations or the applicable listing or other requirements of a securities exchange on which the Stock is
listed or traded, then such amendment shall be subject to stockholder approval; and provided further, that the Board may condition any
other amendment or modification on the approval of stockholders of the Company for any reason.





 






     


     


    

 


ARTICLE 8


General
Provisions


 


8.1. EXPENSES OF THE PLAN.
The expenses of administering the Plan shall be borne by the Company.


 


8.2. EFFECTIVE DATE AND
DURATION OF THE PLAN. The Plan shall be effective as of the effective date it is approved by the Board. The Plan shall remain in effect
until terminated by the Board.


 


	 	Journey Medical Corporation
	 	 
	 	By:	 
	 	 	Claude Maraoui
	 	 	Chief Executive Officer